2020 Theses Doctoral

Three Essays on M&A and Technology

Mei, Danqing

This dissertation studies mergers and acquisitions (M&As) from two perspectives. On one hand, M&A serves an external force of combining two different entities and thus facilitates technology integration and development. On the other hand, it also plays an important role in corporate governance. Chapter 1 studies the role of M&A in a firm's innovation process, while Chapter 2 and 3 study how activism and appraisal litigation governs the market for corporate control.

In Chapter 1, I examine the motives as well as the consequences of M&A transactions between companies with varying degrees of technological overlap. High-overlap deals, with more collaboration between inventors from the merging companies, produce more patents and go deeper in the existing fields. In contrast, low-overlap deals, with a higher percentage of new inventors, experience larger technology shifts and develop patents in unexplored areas with higher commercial value. Importantly, M&A completion facilitates technology transformation to a greater degree than the two companies, especially pairs with low overlap, could have accomplished on their own. Overall, the direction of innovation is an important motive for technology-driven acquisitions.

In Chapter 2, we examine ``activist risk arbitrage,'' in which a shareholder attempts to improve terms of an announced M&A through public campaigns. Activists target deals with low premiums and those susceptible to managerial conflicts of interest, including going-private deals and deals in which CEOs receive outsized payments. Activist arbitrageurs are associated with a significant decrease in the probability that targets will be sold to the announced bidders, and an increase in the premium paid, both ex post among surviving deals and ex ante among all deals. Activist arbitrage serves as a governance mechanism in M&A and earns higher returns than passive arbitrage.

In Chapter 3, we present the first large-sample empirical study of the recent trends in the appraisal remedy--the right of shareholders of companies completing an eligible merger to petition the court for an improved price for their shares. Appraisal petitions have increased markedly over our sample from 2000 to 2014, and the composition of those bringing these suits has shifted from individual shareholders toward specialized hedge funds. Appraisal petitions are more likely to be filed against mergers with perceived conflicts of interest, including going-private deals, minority squeeze outs, and acquisitions with low premiums, which makes them a potentially important governance mechanism. Appraisals yield sizable excess returns to the petitioners, with an average annualized return of 32.9 percent, which suggests that appraisals also act as a litigation arbitrage. Finally, we explore the likely effects of two recent changes to the Delaware appraisal statute---regarding the minimum stake and interest payment---on the incentives to file appraisal petitions.