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Expropriation:Evidence from Earnings Management in Related Firm Mergers in Korean Business Groups

Gil S.Bae;Jae Wook Jung

  Using stock-for-stock mergers that occurred between 1981 and 2004 in Korea between firms that are controlled by the same ultimate owner,we find that acquiring firms manage earnings downward whereas target firms manage earnings upward.Moreover,we find that the downward earnings management by the acquiring firm is more pronounced(i.e.,more income decreasing) when the holdings of the controlling owner in the acquiring(target) firm are small(large).We also find that the upward earnings management by the target firm is larger(i.e.,more income increasing) when the holdings of the controlling owner in the acquiring(target) firm are small (large).This is consistent with the argument that the controlling owner expropriates minority shareholders through earnings management in related firm mergers in Korean business groups. The analysis using the asset size or the product of the controlling owner s holdings and the asset size yields the similar interpretation that level of earnings management is larger when the controlling owner has more to gain.Unlike related firm mergers,both acquiring and target firms manage earnings upward in unrelated firm mergers.This study provides direct evidence that the controlling shareholder expropriate minority shareholders through earnings management in related firm stock-for-stock mergers.……