We exploit a 2013 Delaware law that reduces the shareholder support threshold for two-step tender offers to investigate the impact of differing levels of shareholder support on deal structures and outcomes. After the legal change, Delaware acquisitions, as opposed to other states, are more...

This paper explores whether corporate acquirers consider environmental reputations whenplanning and structuring takeovers. We find that firms with an environmentally toxic reputation,which have the greatest potential for negative spillovers to their merger partners, have a lowerassociated...

This paper provides insights into the inner workings of internal corporate M&A teams using survey evidence from 65 firms from Austria, Germany, and Switzerland. We find that internal teams create value, especially relative to external advisors, by directing transaction rationales, screening...

We exploit a pairwise measure of product market differentiation to study the relation between economic comparability and financial accounting fraud. We show that firms with greater economic comparability exhibit a significantly lower incidence of fraud. Importantly, this effect is economically...

We explore how managers adjust voluntary disclosure in response to local policy uncertainty generated by gubernatorial elections. We show that the securities of firms headquartered in election states experience transitory deterioration in firm-level measures of uncertainty and information...

Proxy advisory firms and large passive mutual funds have faced criticism both for being too powerful and not exercising diligence in proxy voting. We document that the ``Big 3'' passive fund families, Blackrock, State Street, and Vanguard, are increasingly likely to vote with management, and...

We study how home-market reporting requirements and listing choices associate with ongoing SEC disclosures by foreign firms and the investor response. The SEC defers material event and interim financial disclosure obligations to foreign firms' home market regulator or exchange. We find a growing...

Using a unique panel dataset that tracks corporate board development from a firm's IPO through 10 years later, we find that: (i) board size and independence increase as firms grow and diversify over time; (ii) board size mdash; but not board independence mdash; reflects a tradeoff between the...

This paper examines the relation between the performance and valuations of publicly-traded subsidiaries in the United States and the ownership stake of their parent companies. Cross-sectional and time-series tests demonstrate that subsidiaries in which the parent owns a substantial minority...