保护商业秘密,塑造收购格局:商业秘密保护与收购方和目标公司之间距离的作用

Safeguarding Secrets, Shaping Acquisitions: Trade Secret Protection and the Role of Distance Between Acquirer and Target

Strategy Science · 2024
被引 1
ABS 3

中文导读

研究了美国《统一商业秘密法》的逐步实施如何影响企业被收购的可能性,发现更强的保护增加了收购概率,但外国收购方比国内收购方收购可能性低一半,且更倾向于收购少数股权。

Abstract

We investigate whether strengthened legal protection of trade secrets increases the likelihood of a firm being acquired. Stronger protection can make a firm more attractive for acquisition because of better safeguarding of trade secrets, but it may also increase information asymmetries that discourage potential acquirers. Using the staggered implementation of the Uniform Trade Secrets Act in the United States, we show that stronger trade secret protection increases the likelihood of being acquired but also changes firms’ acquisition strategies more broadly depending on the distance between acquirer and target. Compared with domestic acquirers, foreign acquirers are only half as likely to make an acquisition, and they prefer to acquire minority rather than majority stakes. Both domestic and foreign acquirers are more likely to pursue stepwise acquisitions of a target as protection increases, consistent with a real options rationale. Further investigation suggests that, whereas increased trade secret protection increases information asymmetries for all acquirers, foreign acquirers as well as domestic acquirers located further away from a target are disproportionately affected. Supplemental Material: The online appendix is available at https://doi.org/10.1287/stsc.2023.0066 .

公司金融并购知识产权法律经济学