Agency conflicts between investment banks and corporate clients in merger and acquisition transactions: Causes and remedies

Abstract

Executive Overview Over the last 15 years, investment banks have developed an unprecedented level of control over mergers and acquisitions. From 1981 to 1989, reliance on investment banks to handle mergers and acquisitions increased from 75 percent of the merger deals to 100 percent.1 The highly lucrative nature of the business (often generating millions of dollars per deal) and the high failure rate of new acquisitions have given rise to skepticism about the value of the intermediary and advisory role of investment banks. Even Arthur Levitt, chairman of the Securities and Exchange Commission (SEC), recently acknowledged that “there is growing cynicism and suspicion among investors about the industry and its practices.”2 Using conclusions and research findings from the literature on negotiations, we examine the conditions that have fostered this prevailing sentiment. Our analysis yields specific recommendations for managing the advisory role and contribution of investment banks in corporate mergers and acquisitions.