贷款人审查下的企业并购

Finance and Economics Discussion SeriesFederal Reserve Board, Washington, D.C.ISSN 1936-2854 (Print)ISSN 2767-3898 (Online)Corporate Mergers and Acquisitions Under Lender ScrutinyBuhui QIu, Teng Wang2024-025Please cite this paper as:QIu, Buhui, and Teng Wang (2024). “Corporate Mergers and Acquisitions Under LenderScrutiny,” Finance and Economics Discussion Series 2024-025. Washington: Board of Gov-ernors of the Federal Reserve System, https://doi.org/10.17016/FEDS.2024.025.NOTE: Staff working papers in the Finance and Economics Discussion Series (FEDS) are preliminarymaterials circulated to stimulate discussion and critical comment. The analysis and conclusions set forthare those of the authors and do not indicate concurrence by other members of the research staff or theBoard of Governors. References in publications to the Finance and Economics Discussion Series (other thanacknowledgement) should be cleared with the author(s) to protect the tentative character of these papers. Corporate Mergers and Acquisitions Under Lender Scrutiny*BuhuiQiu†University of SydneyTengWang‡§Federal Reserve BoardJanuary 2024AbstractThis paper examines corporate mergers and acquisitions (M&A) outcomes underlender scrutiny. Using the unique shocks of U.S. supervisory stress testing, we findthat firms under increased lender scrutiny after their relationship banks fail stresstests engage infewerbuthigher-qualityM&A deals. Evidence from comprehensivesupervisory data reveals improved credit quality for newly originated M&A-relatedloans under enhanced lender scrutiny. This improvement is further evident in positivestock return reactions to M&A deals financed by loans subject to enhanced lenderscrutiny. As companies engage in fewer but higher-quality deals, they also experiencehigher returns on assets. Our findings highlight the importance of lender scrutiny incorporate M&A activities..JEL Classification: G21; G34.Keywords: Mergers and Acquisitions; Lender Scrutiny; Stress Tests.*The views expressed in this paper are solely those of the authors and should not be interpreted asreflecting the views of the Federal Reserve Board or the Bank for International Settlements. We thankXiaohu Deng, Bora Durdu, Isil Erel (discussant), Croci Ettore (discussant), Kathleen Johnson, Tümer Kapan(discussant), Doowon Lee, Jane Luo, Doriana Ruffino, Thomas To, Kangzhen (Ken) Xie (discussant), AlfredYawson, Steven Ongena, conference participants at Midwest Finance Association Annual Meeting, theFederal Reserve Stress Testing Research Conference, the Paris December Finance Meeting, and the FinancialManagement Association Annual Meeting, and seminar participants at the Federal Reserve Board, ColoradoState University, the Financial Services Agency of Japan, the University of Adelaide, the University ofNewcastle, the University of Sydney and the University of Tasmania for helpful comments and suggestionson the paper. All errors are our own.†The University of Sydney Business School, Address: The Codrington Building, The University ofSydney, NSW 2006, Australia. Email: buhui.qiu@sydney.edu.au.‡Board of Governors of the Federal Reserve System. Address: 20th St. and Constitution Ave. N.W.,Washington, DC 20551. USA. Email: teng.wang@frb.gov.§The Bank for International Settlements, Centralbahnplatz 2, CH4002 Basel, Switzerland.1 "The Federal Reserve is strongly committed to stress testing as a cornerstone of our banksupervisory and financial stability missions. Stress testing is perhaps the most successfulsupervisory innovation of the post-crisis era."—Jerome H Powell1 IntroductionDespite trillions of dollars spent on corporate mergers and acquisitions (M&A) eachyear, the evidence in the literature clearly indicates that these transactions do not alwaysbenefit acquiring firms’ shareholders. The literature suggests that executives often engagein agency-motivated acquisitions to benefit themselves (e.g., Grinstein and Hribar 2004;Harford and Li 2007; Ishii and Xuan 2014) at the expense of shareholders. M&A caneven lead to significant shareholder wealth destruction (e.g., Moeller et al. 2004; Moelleret al. 2005). Banks, a major source of funding for corporate M&A activity,1are known fortheir special ability in scrutinizing loan applications and investment projects of higherquality (e.g., Stiglitz and Weiss 1981; Bester 1985; Diamond 1991; Boyd and Prescott 1986;Marquez 2002). Can enhanced lender scrutiny affect corporate M&A activity and theshareholder value of acquiring firms? This paper examines corporate M&A outcomesunder enhanced lender scrutiny following the unique shocks of bank stress test failures.Testing the direct effects of lender scrutiny on corporate M&A activities presentsseveral identification challenges. One issue is that the strength of lender scrutiny cannotbe directly observed or measured. Additionally, even if it could be observed, the level ofscrutiny would likely be correl