Negotiation, Auction, or Negotiauction?! Evidence from the Field

We connect the extensive theoretical negotiation and auction literature to real-world practice using a rich, hand-collected data set offering a comprehensive picture of high-stake merger and acquisition (M&A) negotiations for 322 deals that aggregate more than $2.4 trillion in deal value. We find that a full-scale auction is not a common way to sell a firm, and about 75% of our sample deals switch to negotiating with only one buyer in the final stage of the sale process. Moreover, the majority of our sample involves a fluid deal process that changes the nature of the deal (negotiation or auction) as the process proceeds. Most initiating bidders have higher valuations for the target and are the eventual winning bidders. On average, it takes two to three months for the merging parties to reach an agreement on offer prices, and the delay is related to information asymmetry, valuation uncertainty, and potential outside options. Most bidders experiment with offers, but the final premiums are largely similar regardless of the number of offers made by the bidder. About half of the target firms make counteroffers during negotiation; most of the time, the target and the bidder split the price differences. The empirical patterns we document challenge some common assumptions on which much of auction theory is based. Our findings call for further developments in theories that consider the inherent interconnectedness between auctions and negotiations as in the real world