Stealth Acquisitions and Product Market Competition
研究发现约40%的并购交易额刚好低于反垄断审查门槛，这些隐蔽收购通过财务和治理条款压低交易价值，收购后企业股价、毛利率和产品价格上升，表明企业操纵并购以规避审查，损害其他利益相关者。
ABSTRACT We examine whether and how firms structure their merger and acquisition deals to avoid antitrust scrutiny. There are approximately 40% more mergers and acquisitions (M&As) than expected just below deal value thresholds that trigger antitrust review. These “stealth acquisitions” tend to involve financial and governance contract terms that afford greater scope for negotiating and assigning lower deal values. We also show that the equity values, gross margins, and product prices of acquiring firms and their competitors increase following such acquisitions. Our results suggest that acquirers manipulate M&As to avoid antitrust scrutiny, thereby benefiting their own shareholders but potentially harming other corporate stakeholders.