Minority shareholder activism and its ex-ante monitoring role in corporate M&A decisions: Evidence from China

Abstract

Minority shareholder protection is especially important in countries with weak institutions. Prior studies indicate that social media facilitates minority shareholder activism by connecting otherwise isolated individual shareholders and increasing their bargaining power against the controlling shareholders. Whereas prior studies focus on the ex-post monitoring role of social media in corporate governance, we investigate whether and how minority shareholder social media engagement could deter insiders' entrenchment incentives in an ex-ante fashion. Specifically, using high merger premiums and private placement financing as proxies for activities that reflect insider entrenchment incentives in M&As, we find that greater social media engagement lowers M&A premiums and the likelihood of using private placement to benefit the controlling shareholders. This result holds after we control for the governance role of conventional media or analyst coverage, and institutional investors. Our mechanism analysis reveals that the effectiveness of social media in curbing entrenchment incentives in M&A is conditional on the perceived capital market consequences and the perceived likelihood of proposal vetoes. Further analysis shows that minority shareholder activism plays a greater role in curbing entrenchment in M&As when the minority shareholder sentiment expressed on social media is more negative and is more M&A-specific, as well as when social media facilitates higher quality discussions following an exogenous regulatory shock. We also find that minority shareholder activism is associated with better M&A performance. Our study highlights the ex-ante governance role of minority shareholder activism in weak institutions and informs regulators on the critical need to provide a platform for minority shareholders to effectively voice their concerns.