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Insular Decision Making in the Board Room: Why Boards Retain and Hire Substandard CEOs

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  • Meg Adachi-Sato

Abstract

type="main"> This paper explores why a corporate board often fails to replace a substandard CEO. I consider the situation in which the incumbent CEO and directors make decisions in the absence of the new CEO. I show that the board and the CEO maximize the expected utilities of the negotiating parties that do not include the expected utility of the potential CEO. This sometimes results in the retention of an inefficient CEO. I argue this same logic provides a theoretical explanation for how a new CEO is chosen in relation to both the voluntary and enforced replacement of an existing CEO.

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  • Meg Adachi-Sato, 2015. "Insular Decision Making in the Board Room: Why Boards Retain and Hire Substandard CEOs," Manchester School, University of Manchester, vol. 83(2), pages 183-216, March.
  • Handle: RePEc:bla:manchs:v:83:y:2015:i:2:p:183-216
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    References listed on IDEAS

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    1. Milton Harris & Artur Raviv, 2010. "Control of Corporate Decisions: Shareholders vs. Management," The Review of Financial Studies, Society for Financial Studies, vol. 23(11), pages 4115-4147, November.
    2. Shleifer, Andrei & Vishny, Robert W., 1989. "Management entrenchment : The case of manager-specific investments," Journal of Financial Economics, Elsevier, vol. 25(1), pages 123-139, November.
    3. Benjamin E. Hermalin & Michael S. Weisbach, 1991. "The Effects of Board Composition and Direct Incentives on Firm Performance," Financial Management, Financial Management Association, vol. 20(4), Winter.
    4. Milton Harris & Artur Raviv, 2008. "A Theory of Board Control and Size," The Review of Financial Studies, Society for Financial Studies, vol. 21(4), pages 1797-1832, July.
    5. Agrawal, Anup & Knoeber, Charles R. & Tsoulouhas, Theofanis, 2006. "Are outsiders handicapped in CEO successions?," Journal of Corporate Finance, Elsevier, vol. 12(3), pages 619-644, June.
    6. Aghion, Philippe & Bolton, Patrick, 1987. "Contracts as a Barrier to Entry," American Economic Review, American Economic Association, vol. 77(3), pages 388-401, June.
    7. Roman Inderst & Holger M. Mueller, 2010. "CEO Replacement Under Private Information," The Review of Financial Studies, Society for Financial Studies, vol. 23(8), pages 2935-2969, August.
    8. Rosenstein, Stuart & Wyatt, Jeffrey G., 1990. "Outside directors, board independence, and shareholder wealth," Journal of Financial Economics, Elsevier, vol. 26(2), pages 175-191, August.
    9. Andres Almazan & Javier Suarez, 2003. "Entrenchment and Severance Pay in Optimal Governance Structures," Journal of Finance, American Finance Association, vol. 58(2), pages 519-548, April.
    10. David Clutterbuck, 1998. "Handing over the reins: should the CEO’s successor be an insider or an outsider?," Corporate Governance: An International Review, Wiley Blackwell, vol. 6(2), pages 78-85, April.
    11. R. H. Coase, 2013. "The Problem of Social Cost," Journal of Law and Economics, University of Chicago Press, vol. 56(4), pages 837-877.
    12. Renée B. Adams & Daniel Ferreira, 2007. "A Theory of Friendly Boards," Journal of Finance, American Finance Association, vol. 62(1), pages 217-250, February.
    13. Byrd, John W. & Hickman, Kent A., 1992. "Do outside directors monitor managers? *1: Evidence from tender offer bids," Journal of Financial Economics, Elsevier, vol. 32(2), pages 195-221, October.
    14. Benjamin E. Hermalin, 2005. "Trends in Corporate Governance," Journal of Finance, American Finance Association, vol. 60(5), pages 2351-2384, October.
    15. Hermalin, Benjamin E & Weisbach, Michael S, 1998. "Endogenously Chosen Boards of Directors and Their Monitoring of the CEO," American Economic Review, American Economic Association, vol. 88(1), pages 96-118, March.
    16. Laux, Volker, 2012. "Stock option vesting conditions, CEO turnover, and myopic investment," Journal of Financial Economics, Elsevier, vol. 106(3), pages 513-526.
    17. Raheja, Charu G., 2005. "Determinants of Board Size and Composition: A Theory of Corporate Boards," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 40(2), pages 283-306, June.
    18. Meg Adachi-Sato, 2013. "Incentive Pay that Causes Inefficient Managerial Replacement ," CIRJE F-Series CIRJE-F-890, CIRJE, Faculty of Economics, University of Tokyo.
    19. Oliver E. Williamson, 2008. "Corporate Boards of Directors: In Principle and in Practice," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 24(2), pages 247-272, October.
    20. Warther, Vincent A., 1998. "Board effectiveness and board dissent: A model of the board's relationship to management and shareholders," Journal of Corporate Finance, Elsevier, vol. 4(1), pages 53-70, March.
    21. Berry, Tammy K. & Bizjak, John M. & Lemmon, Michael L. & Naveen, Lalitha, 2006. "Organizational complexity and CEO labor markets: Evidence from diversified firms," Journal of Corporate Finance, Elsevier, vol. 12(4), pages 797-817, September.
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