IDEAS home Printed from https://ideas.repec.org/a/bla/jemstr/v7y1998i4p489-520.html
   My bibliography  Save this article

Corporate Control Through Board Dismissals and Takeovers

Author

Listed:
  • David Hirshleifer
  • Anjan V. Thakor

Abstract

This paper examines some policy issues related to the interaction between internal and external corporate control mechanisms—board dismissals and takeovers—by focusing on the information aggregation and other effects related to this interaction. We model the functioning of corporate control mechanisms as an example of a multilayered principal‐agent relationship in which shareholders delegate the task of monitoring management quality to the board and rely on the external takeover market to provide additional disciplining of the manager as well as of the board. This gives rise to two effects: (1) a substitution effect, whereby the takeover market partially substitutes for board dismissal of the manager, leading to greater lenience toward the manager by a board acting in the shareholders' best interest, and (2) a kick‐in‐the‐pants effect, whereby the board is stricter with the manager because it may be dismissed by a successful acquirer who views it as lax. The interaction of these two effects leads to various implications about the behavior of boards and potential acquirers. In particular, a well‐functioning internal control mechanism (the board) does not obviate the need for external control (takeovers). Moreover, somewhat counterintuitively, there may be a greater incidence of takeovers when the internal control mechanism is working well than when it is not.

Suggested Citation

  • David Hirshleifer & Anjan V. Thakor, 1998. "Corporate Control Through Board Dismissals and Takeovers," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 7(4), pages 489-520, December.
    • Handle: RePEc:bla:jemstr:v:7:y:1998:i:4:p:489-520
    DOI: 10.1111/j.1430-9134.1998.00489.x
    as

    Download full text from publisher

    File URL: https://doi.org/10.1111/j.1430-9134.1998.00489.x
    Download Restriction: no
    File URL: https://libkey.io/10.1111/j.1430-9134.1998.00489.x?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. Stein, Jeremy C, 1988. "Takeover Threats and Managerial Myopia," Journal of Political Economy, University of Chicago Press, vol. 96(1), pages 61-80, February.
    2. James P. Walsh, 1988. "Top management turnover following mergers and acquisitions," Strategic Management Journal, Wiley Blackwell, vol. 9(2), pages 173-183, March.
    3. DeAngelo, Harry & DeAngelo, Linda, 1989. "Proxy contests and the governance of publicly held corporations," Journal of Financial Economics, Elsevier, vol. 23(1), pages 29-59, June.
    4. Boot, Arnoud W A, 1992. "Why Hang on to Losers? Divestitures and Takeovers," Journal of Finance, American Finance Association, vol. 47(4), pages 1401-1423, September.
    5. Shivdasani, Anil, 1993. "Board composition, ownership structure, and hostile takeovers," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 167-198, April.
    6. Randall Morck & Andrei Shleifer & Robert W. Vishny, 1988. "Characteristics of Targets of Hostile and Friendly Takeovers," NBER Chapters, in: Corporate Takeovers: Causes and Consequences, pages 101-136, National Bureau of Economic Research, Inc.
    7. Martin, Kenneth J & McConnell, John J, 1991. "Corporate Performance, Corporate Takeovers, and Management Turnover," Journal of Finance, American Finance Association, vol. 46(2), pages 671-687, June.
    8. Kaplan, Steven N. & Reishus, David, 1990. "Outside directorships and corporate performance," Journal of Financial Economics, Elsevier, vol. 27(2), pages 389-410, October.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Clara Graziano & Annalisa Luporini, 2012. "Ownership concentration, monitoring, and optimal board structure," Economics Bulletin, AccessEcon, vol. 32(4), pages 3333-3346.
    2. Citci, Sadettin Haluk & Inci, Eren, 2016. "The masquerade ball of the CEOs and the mask of excessive risk," Economic Modelling, Elsevier, vol. 58(C), pages 383-393.
    3. Dirk Jenter & Fadi Kanaan, 2015. "CEO Turnover and Relative Performance Evaluation," Journal of Finance, American Finance Association, vol. 70(5), pages 2155-2184, October.
    4. Stéphane Hallegatte, 2005. "Accounting for Extreme Events in the Economic Assessment of Climate Change," Working Papers 2005.1, Fondazione Eni Enrico Mattei.
    5. Mike Burkart & Konrad Raff, 2015. "Performance Pay, CEO Dismissal, and the Dual Role of Takeovers," Review of Finance, European Finance Association, vol. 19(4), pages 1383-1414.
    6. Matt Glendening & Inder K. Khurana & Wei Wang, 2016. "The market for corporate control and dividend policies: Cross-country evidence from M&A laws," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 47(9), pages 1106-1134, December.
    7. Bushman, Robert & Dai, Zhonglan & Wang, Xue, 2010. "Risk and CEO turnover," Journal of Financial Economics, Elsevier, vol. 96(3), pages 381-398, June.
    8. Balachandran, Balasingham & Duong, Huu Nhan & Luong, Hoang & Nguyen, Lily, 2020. "Does takeover activity affect stock price crash risk? Evidence from international M&A laws," Journal of Corporate Finance, Elsevier, vol. 64(C).
    9. Lisa Barrow & Cecilia Elena Rouse, 2000. "Using Market Valuation to Assess the Importance and Efficiency of Public School Spending," Econometric Society World Congress 2000 Contributed Papers 1446, Econometric Society.
    10. Annalisa Luporini & Clara Graziano, 2010. "Optimal Delegation when the Large Shareholder has Multiple Tasks," Working Papers - Economics wp2010_05.rdf, Universita' degli Studi di Firenze, Dipartimento di Scienze per l'Economia e l'Impresa.
    11. James N Cannon & Bingbing Hu & Jay Junghun Lee & Daoguang Yang, 2020. "The effect of international takeover laws on corporate resource adjustments: Market discipline and/or managerial myopia?," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 51(9), pages 1443-1477, December.
    12. Robert R. Bliss & Mark J. Flannery, 2001. "Market Discipline in the Governance of US Bank Holding Companies: Monitoring versus Influencing," NBER Chapters, in: Prudential Supervision: What Works and What Doesn't, pages 107-146, National Bureau of Economic Research, Inc.
    13. Sinha, Rajeeva, 2006. "Regulation: The market for corporate control and corporate governance," Global Finance Journal, Elsevier, vol. 16(3), pages 264-282, March.
    14. Clara Graziano & Annalisa Luporini, 2003. "Board Efficiency and Internal Corporate Control Mechanisms," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 12(4), pages 495-530, December.
    15. Burkart, Mike & Raff, Konrad, 2011. "Performance pay, CEO dismissal, and the dual role of takeovers," LSE Research Online Documents on Economics 119058, London School of Economics and Political Science, LSE Library.
    16. Avanidhar Subrahmanyam, 2008. "Social Networks and Corporate Governance," European Financial Management, European Financial Management Association, vol. 14(4), pages 633-662, September.
    17. Dirk Sliwka, 2007. "Managerial Turnover and Strategic Change," Management Science, INFORMS, vol. 53(11), pages 1675-1687, November.
    18. Robert R. Bliss & Mark J. Flannery, 2000. "Market discipline in the governance of U.S. Bank Holding Companies: monitoring vs. influencing," Working Paper Series WP-00-3, Federal Reserve Bank of Chicago.
    19. Eduard Alonso‐Paulí, 2022. "Incentives versus monitoring within the firm: Understanding Codes of Corporate Governance," Managerial and Decision Economics, John Wiley & Sons, Ltd., vol. 43(3), pages 813-828, April.
    20. Cao, Xiaping & Leng, Tiecheng & Goh, Jeremy & Malatesta, Paul, 2020. "The innovation effect of dual-class shares: New evidence from US firms," Economic Modelling, Elsevier, vol. 91(C), pages 347-357.
    21. Inder K. Khurana & Wei Wang, 2019. "International Mergers and Acquisitions Laws, the Market for Corporate Control, and Accounting Conservatism," Journal of Accounting Research, Wiley Blackwell, vol. 57(1), pages 241-290, March.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. St-Pierre, Josee & Gagnon, Jean-Marie & Saint-Pierre, Jacques, 1996. "Concentration of voting rights and board resistance to takeover bids," Journal of Corporate Finance, Elsevier, vol. 3(1), pages 45-73, December.
    2. Shleifer, Andrei & Vishny, Robert W, 1997. "A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    3. Carline, Nicholas F. & Linn, Scott C. & Yadav, Pradeep K., 2014. "Corporate governance and the nature of takeover resistance," CFR Working Papers 14-01, University of Cologne, Centre for Financial Research (CFR).
    4. Noel O'Sullivan & Pauline Wong, 1998. "Internal versus External Control: An Analysis of Board Composition and Ownership in UK Takeovers," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 2(1), pages 17-35, March.
    5. Mike Burkart & Konrad Raff, 2015. "Performance Pay, CEO Dismissal, and the Dual Role of Takeovers," Review of Finance, European Finance Association, vol. 19(4), pages 1383-1414.
    6. Dirk Jenter & Katharina Lewellen, 2015. "CEO Preferences and Acquisitions," Journal of Finance, American Finance Association, vol. 70(6), pages 2813-2852, December.
    7. Martynova, M. & Renneboog, L.D.R., 2005. "Takeover Waves : Triggers, Performance and Motives," Discussion Paper 2005-029, Tilburg University, Tilburg Law and Economic Center.
    8. Peter M Clarkson & Shams Pathan & Andrew Tellam, 2016. "Do private equity target firms exhibit less effectual governance structures?," Australian Journal of Management, Australian School of Business, vol. 41(2), pages 244-270, May.
    9. Hadlock, Charles & Houston, Joel & Ryngaert, Michael, 1999. "The role of managerial incentives in bank acquisitions," Journal of Banking & Finance, Elsevier, vol. 23(2-4), pages 221-249, February.
    10. Cotter, James F. & Shivdasani, Anil & Zenner, Marc, 1997. "Do independent directors enhance target shareholder wealth during tender offers?," Journal of Financial Economics, Elsevier, vol. 43(2), pages 195-218, February.
    11. Martynova, M., 2006. "The market for corporate control and corporate governance regulation in Europe," Other publications TiSEM 8651e281-4914-41f2-ac14-1, Tilburg University, School of Economics and Management.
    12. Mulherin, J. Harold & Poulsen, Annette B., 1998. "Proxy contests and corporate change: implications for shareholder wealth," Journal of Financial Economics, Elsevier, vol. 47(3), pages 279-313, March.
    13. Jay Dahya & John J. McConnell & Nickolaos G. Travlos, 2002. "The Cadbury Committee, Corporate Performance, and Top Management Turnover," Journal of Finance, American Finance Association, vol. 57(1), pages 461-483, February.
    14. Julian Franks & Colin Mayer, 2002. "Governance as a source of managerial discipline," Working Paper Research 31, National Bank of Belgium.
    15. Bradbury, Michael E. & Mak, Y. T., 2000. "Ownership structure, board composition and the adoption of charter takeover procedures," Journal of Corporate Finance, Elsevier, vol. 6(2), pages 165-188, July.
    16. Moerland, Pieter W., 1995. "Alternative disciplinary mechanisms in different corporate systems," Journal of Economic Behavior & Organization, Elsevier, vol. 26(1), pages 17-34, January.
    17. Réal Labelle & Alain Schatt, 2005. "Structure de propriété et communication financière des entreprises françaises," Revue Finance Contrôle Stratégie, revues.org, vol. 8(3), pages 77-104, September.
    18. , 2009. "The Impact of Director Reputation and Performance on the Turnover and Board Seats of Target Firm Directors," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(1-2), pages 185-209.
    19. James N Cannon & Bingbing Hu & Jay Junghun Lee & Daoguang Yang, 2020. "The effect of international takeover laws on corporate resource adjustments: Market discipline and/or managerial myopia?," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 51(9), pages 1443-1477, December.
    20. Choi, Yoon K., 2001. "Management turnover and executive compensation in synergistic takeovers," The Quarterly Review of Economics and Finance, Elsevier, vol. 41(2), pages 223-238.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:bla:jemstr:v:7:y:1998:i:4:p:489-520. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Wiley Content Delivery (email available below). General contact details of provider: http://www.kellogg.northwestern.edu/research/journals/JEMS/ .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.