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Corporate Control Through Board Dismissals and Takeovers

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  • 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. Copyright (c) 1998 Massachusetts Institute of Technology.

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Bibliographic Info

Article provided by Wiley Blackwell in its journal Journal of Economics & Management Strategy.

Volume (Year): 7 (1998)
Issue (Month): 4 (December)
Pages: 489-520

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Handle: RePEc:bla:jemstr:v:7:y:1998:i:4:p:489-520

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Web page: http://www.kellogg.northwestern.edu/research/journals/JEMS/

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Cited by:
  1. 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.
  2. Clara Graziano & Annalisa Luporini, 2012. "Ownership concentration, monitoring, and optimal board structure," Economics Bulletin, AccessEcon, vol. 32(4), pages 3333-3346.
  3. Bushman, Robert & Dai, Zhonglan & Wang, Xue, 2010. "Risk and CEO turnover," Journal of Financial Economics, Elsevier, vol. 96(3), pages 381-398, June.
  4. St├ęphane Hallegatte, 2005. "Accounting for Extreme Events in the Economic Assessment of Climate Change," Working Papers 2005.1, Fondazione Eni Enrico Mattei.
  5. Clara Graziano & Annalisa Luporini, 2010. "Optimal Delegation when the Large Shareholder has Multiple Tasks," CESifo Working Paper Series 3028, CESifo Group Munich.
  6. Lisa Barrow & Cecilia Elena Rouse, 2000. "Using market valuation to assess the importance and efficiency of public school spending," Working Paper Series WP-00-4, Federal Reserve Bank of Chicago.
  7. Sinha, Rajeeva, 2006. "Regulation: The market for corporate control and corporate governance," Global Finance Journal, Elsevier, vol. 16(3), pages 264-282, March.
  8. Dirk Jenter & Fadi Kanaan, 2006. "CEO Turnover and Relative Performance Evaluation," NBER Working Papers 12068, National Bureau of Economic Research, Inc.
  9. Citci, Haluk & Inci, Eren, 2012. "The Masquerade Ball of the CEOs and the Mask of Excessive Risk," MPRA Paper 35979, University Library of Munich, Germany.

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