Misvaluation of takeover targets and auditor quality (original) (raw)

Misvaluation may be a significant driver of the takeover market (Dong et al., 2006). Motivated by Titman and Trueman (1986) and Teoh and Wong (1993), we examine the role of auditor quality in the misvaluation of takeover targets. Given that firms audited by higher quality auditors (BigN) have higher financial statement quality, those target firms should be less undervalued than other target firms. We argue that this undervaluation that arises from information asymmetry between insiders and outsiders of the firm, is reduced in the takeover process as before making the takeover bid, the bidder is likely to analyse the prospects of a potential takeover target very closely. If BigN client firms are less undervalued prior the takeover than other target firms, there should be weaker market reaction to the takeover announcements when their true value is revealed to the market through the takeover announcement. Consistent with this, using the sample of over 1300 US takeover offers and their matched pairs from 1990 to 2005, we find that non-BigN targets are undervalued compared to non-target non-BigN client firms whereas we find no evidence suggesting that BigN targets are undervalued prior the takeover announcement. More importantly, our univariate and multivariate tests show that non-BigN targets provide larger cumulative abnormal returns than BigN targets, indicating a stronger market reaction to non-BigN takeover announcements. Consistent with the previous studies showing that BigN audited firms going public experience less underpricing compared to other IPO-firms, our findings suggest that those BigN client firms that become takeover targets, are less underpriced than their non-BigN counterparts.

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Misvaluation of and auditor quality takeover targets

2008

Misvaluation may be a significant driver of the takeover market (Dong et al., 2006). Motivated by Titman and Trueman (1986) and Teoh and Wong (1993), we examine the role of auditor quality in the misvaluation of takeover targets. Given that firms audited by higher quality auditors (BigN) have higher financial statement quality, those target firms should be less undervalued than other target firms. We argue that this undervaluation that arises from information asymmetry between insiders and outsiders of the firm, is reduced in the takeover process as before making the takeover bid, the bidder is likely to analyse the prospects of a potential takeover target very closely. If BigN client firms are less undervalued prior the takeover than other target firms, there should be weaker market reaction to the takeover announcements when their true value is revealed to the market through the takeover announcement. Consistent with this, using the sample of over 1300 US takeover offers and their matched pairs from 1990 to 2005, we find that non-BigN targets are undervalued compared to non-target non-BigN client firms whereas we find no evidence suggesting that BigN targets are undervalued prior the takeover announcement. More importantly, our univariate and multivariate tests show that non-BigN targets provide larger cumulative abnormal returns than BigN targets, indicating a stronger market reaction to non-BigN takeover announcements. Consistent with the previous studies showing that BigN audited firms going public experience less underpricing compared to other IPO-firms, our findings suggest that those BigN client firms that become takeover targets, are less underpriced than their non-BigN counterparts.

Valuation of takeover targets and auditor quality

This study investigates whether the market's perception of auditor quality makes a difference to the market value of a firm using a sample of 1 915 takeover offers in the USA over the period 1990 to 2005. The study finds, as hypothesised, that the takeover process makes a smaller correction to the market price of the target when it has a Big 4 auditor suggesting that less private information becomes available. We find no empirical evidence for the auditor switch effect, which is an alternative explanation for the lower CARs for Big 4 targets.

The Value of Big N Target Auditors in Corporate Takeovers

AUDITING: A Journal of Practice & Theory, 2013

SUMMARY: Using a large sample between 1987 and 2006, we document that firms with Big N auditors are (1) more likely to become merger and acquisition (M&A) targets, and (2) more likely to be ultimately acquired in M&A deals. Cross-sectional analyses further suggest that the effects of Big N target auditors on the likelihood of becoming targets and on deal completion rates are more pronounced for firms with low accruals quality (our proxy for high information risk). Overall, the results emphasize the important role that Big N target auditors play in facilitating M&A transactions. Data Availability: All data used in this study are publicly available from the sources identified in the paper.

Acquirers’ abnormal returns and the non-Big 4 auditor clientele effect

Journal of Accounting and Economics, 2005

I analyze the effect of auditor choice on acquirers' values around merger announcements and the factors affecting the interaction between auditor size and the market reaction to merger announcements. I find that acquirers audited by non-Big 4 accounting firms outperform those audited by Big 4 firms. This effect is more pronounced when the targets are privately held and when the likelihood of the auditors playing a prominent advisory role increases. While the largest auditing firms are usually assumed to offer superior services, the study suggests that smaller firms have a comparative advantage in assisting their clients in merger transactions.

The Insignificance of Auditor Selection in the Valuation of Private Companies Within the Public Acquisition Market

SSRN Electronic Journal, 2000

Previous research has set a firm position on quality and credibility of accounting information in the audit markets. and observed that brand name auditors provide higher assurance and credibility to the audited financial statements of companies with little or no trading history. However, in light of this reputable research, the established view from major professional accounting groups is that audits are the same regardless of the audit firm implying auditing homogeneity . The results from this analysis indicated that the price of a privately held company did not vary as a function of the audit firm performing the audit. Two analyses were performed comparing private companies audited by the largest ten accounting firms vs. all others, and Big 5(4) firms opposed to the remaining.

IPO Underpricing and Audit Quality Differentiation within Non-Big 5 Firms

International Journal of Auditing, 2007

The choice of a non-Big 5 audit firm is optimal for some IPO companies. The choice of audit firm is important because auditor reputation may influence the pricing of the offering. This paper investigates the relationship between IPO underpricing and auditor compensation and proxies for non-Big 5 audit quality. We develop a continuous measure of auditor reputation based on factor analysis. This measure of auditor reputation is associated with lower IPO underpricing and higher auditor compensation, suggesting that auditor quality is an important determinant for firms hiring non-Big 5 auditors. We also examine the underlying constructs for auditor quality to determine their separate effects on IPO underpricing and auditor quality. Non-Big 5 national firms are associated with lower underpricing and higher auditor compensation, suggesting that these firms are perceived to be quality differentiated from non-national firms. SEC experience for non-national firms is associated with higher audit fees, suggesting this experience is perceived to be valuable.

Bidder Gains in Takeovers with Shared Auditor

Journal of Insurance and Financial Management, 2022

Are abnormal returns in bidder and target companies higher in a takeover when auditor is shared? We find that abnormal returns are higher in bidder companies but weaker in target companies with a shared auditor compared to companies without both on announcement day and days before. The rationale is that a shared auditor contributes to better informed valuation. We obtain a sample of 202 mergers and acquisitions completed in Norway between 2005 and 2017. We use an event study methodology to uncover abnormal returns around the announcement period. Keywords: Corporate finance. Takeover. Shared auditor. Event study. Norwegian data. JEL classification: G34. M42

Do Takeover Targets Underperform? Evidence from Operating and Stock Returns

The Journal of Financial and Quantitative Analysis, 2003

Financial economists seem to believe that takeovers are partly motivated by the desire to improve poorly performing firms. However, prior empirical evidence in support of this inefficient management hypothesis is rather weak. We provide a detailed re-examination of this hypothesis in a large scale empirical study. We find little evidence that target firms were performing poorly before acquisition, using either operating or stock returns. This result holds both for the sample as a whole and for subsamples of takeovers that are more likely to be disciplinary. We conclude that the conventional view that targets perform poorly is not supported by the data. (the referee), and Ralph Walkling (associate editor and referee) for useful comments. Part of this research was conducted while Agrawal was visiting at the Wharton School. Financial support from the William A. Powell, Jr. Chair of Finance and Banking (Agrawal) and a Geewax-Terker grant from the Rodney L. White Center for Financial Research (Jaffe) are gratefully acknowledged. Earlier versions of this paper were entitled "The Pre-Acquisition Performance of Target Firms: A Re-examination of the Inefficient Management Hypothesis." 721 722 Journal of Financial and Quantitative Analysis determination to force painful cuts or realignment of the company's operations." While all firms, even those with good management, can theoretically be improved by better management, the potential for improvement is clearly greater in firms that are performing poorly. Therefore, as Brealey and Myers note, "If this motive is important, one would expect that firms that perform poorly tend to be targets for acquisition." Financial economists seem to accept this notion, which is often referred to as the disciplinary motive for takeovers or the inefficient management hypothesis.

Auditor's Reputation, Equity Offerings, and Firm Size: The Case of Arthur Andersen

SSRN Electronic Journal, 2000

We study the impact of Arthur Andersen's declining reputation on their clients. When Andersen clients issue seasoned equity, we find that the negative reaction to SEO announcements is two percent worse for SEOs audited by Andersen versus other Big Five firms. A median firm in our sample loses $31.4 million more than a non-Andersen client. This result supports the argument that the certifying and monitoring role of auditors is valuable to clients. We do not find any unusual underpricing for SEOs or for IPO firms audited by Arthur Andersen. However, we do find that Andersen clients suffered significant value losses (approximately two percent) surrounding two key events: the admission of error by Andersen's CEO and the announcement of the criminal indictment against Andersen. We find that these results are driven by the large firms in our sample implying that only large firms' stock is affected by the deteriorating reputation of Andersen.

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