To many observers, it has long seemed evident that there is a potential conflict between the interests of the investment bankers that do M&A advisory work and the shareholders of the acquiring companies they advise. The potential conflict arises because advisory contracts are structured to reward the bankers for “getting deals done,” with much less reward for deals that do not get done. In other words, contracts are structured so that the bankers generate the lion's share of their fees from those transactions in which their corporate clients end up acquiring the companies they target—but negligible amounts for advisory work that does not lead to a transaction.

Unfortunately for shareholders of the acquiring corporation, overpaying for an acquisition is a fairly surefire way of ensuring that an acquisition takes place. Indeed, there is a body of evidence from the 1970s and 1980s that suggests that acquirers, on average, were willing to do just that.1 In the many M&A deals that got done during those decades, the shareholders of the companies acquired usually seemed to fare significantly better, on average, than the shareholders of the companies doing the acquiring.2

And yet, as that columnist went on to point out, Wasserstein's career on Wall Street did not seem to have suffered from his reputed indifference to the shareholders of his corporate clients. Early scholarly evidence on that question tended to support the notion that banks and bankers were not penalized for facilitating overpriced deals.

In a study that was recently published in the Review of Financial Studies, we re-examined the evidence on the questions: Do bankers pay any penalty for advising on value-destroying acquisitions? Or, conversely, is there any reward to bankers for creating value for their acquisition-minded clients? These questions would seem to be important given that, in the United States alone, corporate acquirers paid investment banks over $20 billion in advisory fees to facilitate their acquisitions during the decade 2002–2011.5

对于许多观察家来说，长期以来，从事并购咨询工作的投资银行家的利益与他们所建议的收购公司的股东之间存在潜在的利益冲突似乎很明显。潜在冲突的产生是因为咨询合同的结构是奖励银行家“完成交易”，而对未完成交易的奖励要少得多。换句话说，合同的结构使得银行家从他们的公司客户最终收购他们目标公司的交易中获得大部分费用，但对于不会导致交易的咨询工作的费用可以忽略不计。

不幸的是，对于收购公司的股东来说，为收购支付过高的费用是确保收购发生的一种相当可靠的方式。事实上，1970 年代和 80 年代的大量证据表明，平均而言，收购方愿意这样做。 1在那几十年完成的许多并购交易中，被收购公司的股东通常似乎平均而言，比进行收购的公司股东的表现要好得多。 2

然而，正如那位专栏作家继续指出的那样，沃瑟斯坦在华尔街的职业生涯似乎并没有因为他对公司客户股东的冷漠态度而受到影响。关于这个问题的早期学术证据倾向于支持这样一种观点，即银行和银行家不会因为促成定价过高的交易而受到惩罚。

在最近发表在《金融研究评论》上的一项研究中，我们重新审视了以下问题的证据：银行家是否会因就破坏价值的收购提供建议而支付任何罚款？或者，相反，银行家为他们的收购客户创造价值是否有任何奖励？这些问题似乎很重要，因为仅在美国，企业收购方就在 2002-2011.5 的十年间向投资银行支付了超过 200 亿美元的咨询费以促进他们的收购