Poison pills e valor de mercado: evidências empíricas em empresas brasileiras

Abstract

In corporate scenarios of ownership dispersion, it is imperative to adopt mechanisms against hostile takeovers of control. One of these mechanisms is the statutory clause called poison pills, which is designed to excessively increase the amount potential buyer would need to pay to complete the acquisition of a target company. Although they have been implemented since the 1980s in the United States, there still needs to be more debate about the effects of their adoption on shareholders, given a possible intensification of agency problems in adopting companies. In this discussion, international studies sought to understand the market's reaction to adopting the mechanism; however, they have yet to reach a consensus. Given the increase in Brazilian companies adopting this mechanism, and considering the idiosyncratic characteristics of the national corporate context, the general objective of this study was to investigate the relationship between the adoption of poison pills and the market value of publicly traded Brazilian companies. To achieve the objective, 2,388 observations of non-financial companies listed on B3 were examined from 2010 to 2021. Data on poison pills were collected from reading corporate statutes and economic-financial data from Economática®. To achieve the objective of the study, descriptive statistics techniques, difference between means tests, correlation tests, and multiple regressions were used. The study findings show a positive and statistically significant association between the adoption of poison pills and market value, whether or not the poison pill clause is associated with an eternity clause. Furthermore, it was observed that ownership concentration in the main shareholder negatively moderates this relationship when poison pills are not associated with an eternity clause. In this way, it is suggested that the stock market sees the adoption of poison pills nationwide as a beneficial mechanism and alignment of interests. However, as the shareholding concentration of the principal shareholder increases, the market becomes more cautious when assigning value to companies. This evidence contributes to advancing the discussion in the literature about the adoption of the mechanism by companies, but also to company management and the development of the capital market by providing insights capable of contributing to improving corporate governance systems by providing an empirical basis for changes in the market value of companies due to the adoption of poison pills. The study also contributes to justifying investor's investment decisions.