Anmerkungen:
Nach Informationen von SSRN wurde die ursprüngliche Fassung des Dokuments October 19, 2022 erstellt
Beschreibung:
We use the shifting nature of Delaware disclosure requirements for fairness opinions in tender offers to assess the impact of voluntary versus mandatory disclosure. To do so, we obtain the disclosures of fairness opinions by the targets of over 900 tender offers from 1995 to 2019. Over this time period, the disclosure regime for these details of tender offers transitioned from a voluntary one to a mandatory one. We document that the disclosure rates of fairness opinion details are relatively low under voluntary rules and rise steadily as Delaware courts became increasingly insistent on the disclosure of these details. We also show that pro-shareholder changes to tender offer terms are only associated with disclosure of tender offer details under the voluntary regime. These results highlight the complexity of predicting the effects of disclosure rules and provide empirical support for theoretical work that argues that a shift from a voluntary disclosure regime to a mandatory disclosure regime can narrow opportunities to signal