Beyond firm-level determinants: the effect of M&A features on the extent of M&A disclosure

Florio Cristina, Lionzo Andrea, Corbella Silvano

Accounting literature has mainly focused on country- and firm-related factors driving the extent of financial report disclosure, also when studying disclosure on specific transactions or events. We contend that in the latter case transaction-specific features cannot be neglected, as they may offer significant incentives to deliver or withhold information. This study examines, in an IFRS context, how M&A-specific features influence the extent of related disclosure on the acquirer’s financial statement. Moreover, since literature has traditionally investigated the drivers of voluntary disclosure, but recent studies argue that mandatory disclosure cannot be taken for granted, we examine the influence of M&A features on mandatory and voluntary disclosure separately, as well as on the overall M&A extent of disclosure. We thus disentangle the influence of BC-specific characteristics on different kinds of disclosure. The study provides evidence that including M&A-specific features in addition to firm characteristics strongly improves the explanatory power of the regression models. Our findings signal that the purchase price magnitude is positively associated with mandatory, voluntary and overall disclosure, while the timeline of the M&A accomplished is negatively associated only with voluntarily disclosure, and the nationality of the acquiree is neutral to disclosure. Furthermore, we show that an increasing level of goodwill arising from a M&A represents a strong incentive to reduce the level of voluntary disclosure, and even mandatory disclosure is reduced when goodwill reaches its highest points, signaling that the acquirer becomes more and more reticent. Additional analyses explore disclosure compliance, abnormal goodwill and the effect of goodwill impairment losses on disclosure, while robustness tests corroborate the main findings.

Key-Word: Issues in International Accounting