英文摘要 |
This article addresses the question of special-purpose vehicles (SPVs) as used legitimately with the aim of segregating high-risk assets from the reportable assets of a company in the context of the prospective acquisition of another company. The article argues the need for SPVs for a broad range of legitimate company purposes, notably those that seek to simplify and clarify the risk-reward equation for specific assets for the investor's benefit. They article also argues, however, that the unstated linkage between the sponsoring company and the SPV is a known factor in investors' decisions, which inevitably affects the risk-reward calculation. In this scenario, investors have an advantage, because their starting point of awareness is of the SPV itself, which is their investment vehicle. The same issue is a significant disadvantage to those investors who seek to consider the merit of the sponsoring company, however, if that company has refrained from listing the asset on its books. When the SPV's purpose is to segregate high-risk assets from its general ledger, the result of the company's ability to hide it, legitimate as it is, is to inflate the effective long-term projection of the company's stock price. In turn, as this distortion of risk-reward information plays out in the case of the acquisition of another company, it effectively renders the latter cheaper. The result is an artificial undervaluation of the target company in an acquisition process, hence a significant form of market failure. The article concludes with solutions to remedy this distortion. |