The Loser’s Curse: Accounting for the Transaction Costs of Takeover and the Distortion of Takeover Motives

Abstract

Studies for major stock markets of share price movements in the period around a takeover show that target company shareholders typically experience large gains in wealth but that acquiring company shareholders do not. The reasons for this asymmetry–and, in particular, for the absence of gains for the shareholders of the companies which initiate the deal–are imperfectly understood. This note suggests one factor contributing to those results. It argues that accounting practice prescribed by the main standard setters is non‐neutral towards ‘successful’ and ‘unsuccessful’ bidders with respect to reporting the transaction costs of bidding. It shows how the prescribed accounting treatment of these costs affects performance measures used in salary contracts as well as in the markets for executives and for corporate control. The result is that the managers of bidding companies will have an ‘arti ?cial’ incentive to in ?ate their bid price or to go ahead with a bid which offers no bene ?t to their shareholders. Ironically, the main standard setters seem minded soon to prohibit the only accounting technique which does not distort these incentives.