Why Do Acquirers Manage Earnings Before Stock-for-Stock Acquisitions?
Tran, Nam D.
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Tran, Nam D.
In this dissertation, I examine whether high disclosure costs explain why acquirers manage earnings before stock-for-stock acquisitions. Because stock-for-stock acquirers use their own shares to pay for targets' shares, stock-for-stock acquirers have incentives to manage earnings in order to boost their stock prices. I show that high disclosure costs lead to an equilibrium in which acquirers engage in earnings management in a manner consistent with target firms' expectations. As a result, I hypothesize that stock-for-stock acquirers with high disclosure costs are more likely to manage earnings before the acquisition than stock-for-stock acquirers with low disclosure costs. Using a sample of stock-for-stock acquisitions in the United States during the period from 1988 to 2009, I find a positive association between acquirers' proprietary disclosure costs and pre-acquisition abnormal accruals. In addition, I find a negative association between pre-acquisition abnormal accruals and abnormal stock returns around the acquisition announcement for acquirers with high proprietary disclosure costs but not for acquirers with low proprietary disclosure costs. Assuming that the market is efficient with respect to publicly available information, this evidence is also consistent with acquirers with high proprietary disclosure costs using abnormal accruals to manage earnings. Finally, I do not find a statistically significant association between the extent of acquirers' earnings management and the acquisition premium received by target shareholders. This is consistent with acquirers' earnings management not serving to extract wealth from target shareholders. Overall, the evidence in this dissertation suggests that earnings management by stock-for-stock acquirers is a rational response to targets' expectations when high disclosure costs prevent the acquirers from credibly signaling the absence of earnings management.
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