Proteção Anti-takeover e Gerenciamento de Resultados: O Efeito das Poison Pills com Cláusulas Pétreas

Objective:This study aims to investigate whether eternity poison pills influence the earnings management level of Brazilian public companies.Method: We collect data from the bylaws obtained on the website of the Brazilian Securities and Exchange Commission, aiming to identify the use of poison pills and “eternity” clauses by 235 non-financial companies. The information needed to estimate discretionary accruals using the Jones Modified model, and the control variables included in the econometric model, were obtained through the Bloomberg® database. For the data analysis, we use quantile regression, considering the outliers present in the sample.Originality/Relevance: This study fills a gap in the literature regarding the effect of eternity poison pills on discretionary accruals, given that this relationship has not been explored in the Brazilian context. Thus, it is relevant for investors and regulators because it provides evidence on the effects of implementing this anti-takeover mechanism.Results: The main results provide novel evidence on the relationship between poison pills and earnings management in the Brazilian context, demonstrating that this anti-takeover device, when associated with an “eternity” bylaw clause, is positively related to discretionary accruals.Theoretical contributions: It contributes theoretically by showing that the managerial entrenchment caused by the adoption of poison pills with “eternity” clauses may reduce the accounting information quality, shedding light for investors and regulators about this effect of implementing this anti-takeover mechanism.