The real effects of disclosure in going private deals
研究了美国SEC强制私有化交易披露对交易完成和股东诉讼的影响，发现披露量越大，交易越可能完成，但也增加诉讼风险，揭示了披露的权衡效应。
• Going private deals are of growing interest to regulators and policymakers. • SEC requires detailed disclosures to shareholders before a going private vote. • Disclosure volume is linked to higher chances of deal completion and litigation. • Findings show trade-offs between disclosure volume and negotiation intensity. Going private transactions have become an area of increasing interest for regulators and policymakers. Disclosures in these transactions are subject to special Securities and Exchange Commission (SEC) rules that require management to provide detailed information to all shareholders before a general vote. We examine the role of disclosure in addressing the frictions between sellers and buyers. We find that disclosure volume is positively associated with the likelihood of closing a deal. However, disclosure volume is also positively related to the intensity of shareholders’ negotiations, which increases the likelihood of shareholder litigation. These findings suggest that disclosure has real effects on the success of going private transactions and highlight the trade-offs that buyers face when determining the volume of disclosure. The results also speak to the extent to which the SEC rules fulfill the regulator’s intent in mandating going private disclosures.