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Board composition after mergers, does it matter to target shareholders?

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  • Wang, Hongxia
  • Sakr, Sameh
  • Ning, Yixi
  • Davidson III, Wallace N.
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    Abstract

    This paper examines whether post-merger board composition affects the premiums paid to target shareholders. Using a sample of 207 stock-for-stock mergers from 1996 to 2004, we show that target merger premiums vary inversely with target director representation on the post-merger board. We also provide some evidence that both inside and outside target directors may trade shareholder wealth for board seats in the combined firms. However, we do not find board ownership moderates the relation between target merger premiums and post-merger board composition. Consistent with previous studies of management incentives in mergers, our empirical evidence supports the non-perfect agency theory. That is, target directors may sacrifice target shareholder interests to obtain a seat on the post-merger board.

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    Bibliographic Info

    Article provided by Elsevier in its journal Journal of Empirical Finance.

    Volume (Year): 17 (2010)
    Issue (Month): 5 (December)
    Pages: 837-851

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    Handle: RePEc:eee:empfin:v:17:y:2010:i:5:p:837-851

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    Web page: http://www.elsevier.com/locate/jempfin

    Related research

    Keywords: Board of directors Mergers and acquisitions Non-perfect agents Shareholder wealth;

    References

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    1. Khorana, Ajay & Tufano, Peter & Wedge, Lei, 2007. "Board structure, mergers, and shareholder wealth: A study of the mutual fund industry," Journal of Financial Economics, Elsevier, vol. 85(2), pages 571-598, August.
    2. Hermalin, B.E. & Weisbech, M.S., 1991. "The Effects of Board Composition and Direct Incentives on Firm Performance," Papers 91-02, Rochester, Business - Financial Research and Policy Studies.
    3. Lucian Arye Bebchuk & Jesse M. Fried, 2003. "Executive Compensation as an Agency Problem," NBER Working Papers 9813, National Bureau of Economic Research, Inc.
    4. Bliss, Richard T. & Rosen, Richard J., 2001. "CEO compensation and bank mergers," Journal of Financial Economics, Elsevier, vol. 61(1), pages 107-138, July.
    5. Wallace N. Davidson & Sameh Sakr & Yixi Ning, 2004. "Competition For Board Seats Following Stock-For-Stock Mergers," Journal of Financial Research, Southern Finance Association & Southwestern Finance Association, vol. 27(1), pages 55-73.
    6. Jay C. Hartzell, 2004. "What's In It for Me? CEOs Whose Firms Are Acquired," Review of Financial Studies, Society for Financial Studies, vol. 17(1), pages 37-61.
    7. Alien, Linda & Cebenoyan, A. Sinan, 1991. "Bank acquisitions and ownership structure: Theory and evidence," Journal of Banking & Finance, Elsevier, vol. 15(2), pages 425-448, April.
    8. Henry G. Manne, 1965. "Mergers and the Market for Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 73, pages 351.
    9. Harford, Jarrad, 2003. "Takeover bids and target directors' incentives: the impact of a bid on directors' wealth and board seats," Journal of Financial Economics, Elsevier, vol. 69(1), pages 51-83, July.
    10. 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.
    11. Henry G. Manne, 1965. "Mergers and the Market for Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 73, pages 110.
    12. Denis, David J. & Sarin, Atulya, 1999. "Ownership and board structures in publicly traded corporations," Journal of Financial Economics, Elsevier, vol. 52(2), pages 187-223, May.
    13. William O. Brown, Jr. & Michael T. Maloney, . "Exit, Voice, and the Role of Corporate Directors: Evidence from Acquisition Performance," Claremont Colleges Working Papers 1999-27, Claremont Colleges.
    14. Fama, Eugene F & Jensen, Michael C, 1983. "Separation of Ownership and Control," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 301-25, June.
    15. Darren Henry, 2005. "Directors' Recommendations in Takeovers: An Agency and Governance Analysis," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 32(1-2), pages 129-159.
    16. David A. Becher & Terry L. Campbell II, 2004. "Corporate governance of bank mergers," Proceedings 918, Federal Reserve Bank of Chicago.
    17. Baysinger, Barry D & Butler, Henry N, 1985. "Corporate Governance and the Board of Directors: Performance Effects of Changes in Board Composition," Journal of Law, Economics and Organization, Oxford University Press, vol. 1(1), pages 101-24, Spring.
    18. Booth, James R. & Cornett, Marcia Millon & Tehranian, Hassan, 2002. "Boards of directors, ownership, and regulation," Journal of Banking & Finance, Elsevier, vol. 26(10), pages 1973-1996, October.
    19. Chun I. Lee & Stuart Rosenstein & Nanda Rangan & Wallace N. Davidson III, 1992. "Board Composition and Shareholder Wealth: The Case of Management Buyouts," Financial Management, Financial Management Association, vol. 21(1), Spring.
    20. Bebchuk, Lucian A. & Fried, Jesse M., 2003. "Executive Compensation as an Agency Problem," Berkeley Olin Program in Law & Economics, Working Paper Series qt81q3136r, Berkeley Olin Program in Law & Economics.
    21. Jarrad Harford & Kai Li, 2007. "Decoupling CEO Wealth and Firm Performance: The Case of Acquiring CEOs," Journal of Finance, American Finance Association, vol. 62(2), pages 917-949, 04.
    22. Michael C. Jensen & William H. Meckling, 1994. "The Nature Of Man," Journal of Applied Corporate Finance, Morgan Stanley, vol. 7(2), pages 4-19.
    23. 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.
    24. Arthur, N., 2001. "Board composition as the outcome of an internal bargaining process: empirical evidence," Journal of Corporate Finance, Elsevier, vol. 7(3), pages 307-340, September.
    25. Prowse, Stephen, 1997. "Corporate Control in Commercial Banks," Journal of Financial Research, Southern Finance Association & Southwestern Finance Association, vol. 20(4), pages 509-27, Winter.
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