Accounting Numbers as Market Valuation Substitutes: A Study of Management Buyouts of Public Stockholders.
研究1973-1982年间64家纽约和美国证券交易所公司管理层收购公众股东股票时的会计决策，发现管理者并未系统性地低估盈余以降低收购补偿。
Abstract ABSTRACT: This study investigates the accounting decisions made by managers of 64 New York and American Stock Exchange firms who proposed to purchase all publicly-held common stock and "go private" during 1973-1982. These management buyouts engender potentially severe conflicts of interest for insider-managers, who both have a fiduciary duty to negotiate fair value for the publicly-held shams and are themselves the purchasers of those shares. Although managers virtually always engage an independent investment banker to evaluate the offer terms, the typical management buyout nonetheless generates litigation by public stockholders who claim their compensation is inadequate. Because the courts and investment bankers employ earnings-based valuation methods to assess fair value, managers have incentives to understate reported income in attempts to reduce the buyout compensation. However, a variety of tests that employ the recently developed accrual methodology reveal no indication that managers of sample firms systematically understated earnings in periods before a management buyout of public stockholders.