Voluntary Disclosure in Corporate Control Contest--Evidence of Management Earnings Forecast Characteristics and Consequences

This dissertation examines how managerial incentives in contested takeovers affect voluntary disclosure strategies. I study characteristics of voluntary disclosure around contested takeovers, based on the conjecture that good news in earnings forecasts serves as a defensive strategy to resist a takeover and/or to negotiate a higher offer price. To gauge the relation of voluntary disclosure on takeover consequences, I examine the association between voluntary disclosure and target premiums as well as the length of time to resolve the acquisition. Using a difference-in-differences research design, I find that relative to friendly targets, target management in contested target firms alters the timing of normal information flows by forecasting more good news during the takeover. Managers also manipulate the content of information by releasing optimistically biased forecasts during the takeover to favorably influence the market. Further investigations indicate that target firms adopt voluntary disclosure and alter strategies at the time of contested takeover as a means to convey favorable inside information. The stock market responds positively to optimistic forecasts issued during the contested takeover. Moreover, voluntary disclosure influences contested takeovers by helping target firms negotiate better offers and postpone the M&A process. As a whole, this study demonstrates that target firms adopt voluntary disclosure and alter their strategies under the threat of contested takeover to reveal their true worth and enhance their bargaining power. Unlike prior literature that documents value-destroying managerial entrenchment resistance, voluntary disclosure by targets with favorable information induces information leakage and is one of the resistance tactics that potentially benefits target shareholders.