Is Acquiring-Firm Shareholder Approval in Stock-for-Stock Mergers Perfunctory?

Timothy R. Burch, Angela Morgan () and Jack G. Wolf

Financial Management, 2004, vol. 33, issue 4

Abstract: Despite mixed stock returns for acquirer shareholders in large stock-for-stock mergers, acquiring-firm merger proxy votes rarely fail; in the sample we examine, the average approval rate of votes cast is 95%. Our examination of whether merger votes are effective in monitoring management’s acquisition policy indicates that the margin of approval varies substantially with firm and deal characteristics, and while there are no failed votes in our sample some deals are only narrowly approved. These findings support the notion that merger proxy votes provide credible threats despite high average approval rates.

Date: 2004
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