IDEAS home Printed from https://ideas.repec.org/a/eee/finana/v81y2022ics1057521922000217.html
   My bibliography  Save this article

Are board monitoring and CEO incentives substitutes for each other? Evidence from Australian market reaction to acquisition announcements

Author

Listed:
  • Agha, Mahmoud
  • Hossain, Md Mosharraf

Abstract

We examine the hypotheses that board monitoring and CEO stock incentives are effective mechanisms and substitutes for each other using the Australian acquisition market as an experimental field. The results confirm that Australian firms use board monitoring and CEO incentives as substitutes for each other, but the effects of these mechanisms on the acquirers' return do not support the notion that each can substitute for the role of the other. We find the market reaction to acquisitions made by acquirers with low monitoring-high CEO incentives is significantly higher than the reaction to those made by acquirers with high monitoring-low CEO incentives. Further analyses confirm that monitoring level does not make a difference when the CEO is granted high or low incentives but reduces the gain from M&As when used as a substitute for CEO incentives. The latter, if high enough, effectively aligns the managers' interests with those of the shareholders. Our findings hold when we control for other variables and possible endogeneity in the main variables of interest. These results suggest that Australian firms, on average, focus on the board's monitoring role at the expense of its advisory role, a setting that reduces firm value if used as a substitute for CEO incentives.

Suggested Citation

  • Agha, Mahmoud & Hossain, Md Mosharraf, 2022. "Are board monitoring and CEO incentives substitutes for each other? Evidence from Australian market reaction to acquisition announcements," International Review of Financial Analysis, Elsevier, vol. 81(C).
    • Handle: RePEc:eee:finana:v:81:y:2022:i:c:s1057521922000217
    DOI: 10.1016/j.irfa.2022.102042
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S1057521922000217
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.irfa.2022.102042?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
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Marina Martynova & Luc Renneboog, 2011. "The Performance of the European Market for Corporate Control: Evidence from the Fifth Takeover Wave," European Financial Management, European Financial Management Association, vol. 17(2), pages 208-259, March.
    2. Vidhi Chhaochharia & Yaniv Grinstein, 2009. "CEO Compensation and Board Structure," Journal of Finance, American Finance Association, vol. 64(1), pages 231-261, February.
    3. Slusky, Alexander R & Caves, Richard E, 1991. "Synergy, Agency, and the Determinants of Premia Paid in Mergers," Journal of Industrial Economics, Wiley Blackwell, vol. 39(3), pages 277-296, March.
    4. Laurence Capron & Jung‐Chin Shen, 2007. "Acquisitions of private vs. public firms: Private information, target selection, and acquirer returns," Strategic Management Journal, Wiley Blackwell, vol. 28(9), pages 891-911, September.
    5. Fernández Méndez, Carlos & Pathan, Shams & Arrondo García, Rubén, 2015. "Monitoring capabilities of busy and overlap directors: Evidence from Australia," Pacific-Basin Finance Journal, Elsevier, vol. 35(PA), pages 444-469.
    6. Dahya, Jay & Golubov, Andrey & Petmezas, Dimitris & Travlos, Nickolaos G., 2019. "Governance mandates, outside directors, and acquirer performance," Journal of Corporate Finance, Elsevier, vol. 59(C), pages 218-238.
    7. Michael C. Jensen, 2010. "The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems," Journal of Applied Corporate Finance, Morgan Stanley, vol. 22(1), pages 43-58, January.
    8. 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.
    9. Morck, Randall & Shleifer, Andrei & Vishny, Robert W, 1990. "Do Managerial Objectives Drive Bad Acquisitions?," Journal of Finance, American Finance Association, vol. 45(1), pages 31-48, March.
    10. Col, Burcin & Sen, Kaustav, 2019. "The role of corporate governance for acquisitions by the emerging market multinationals: Evidence from India," Journal of Corporate Finance, Elsevier, vol. 59(C), pages 239-254.
    11. Officer, Micah S., 2007. "The price of corporate liquidity: Acquisition discounts for unlisted targets," Journal of Financial Economics, Elsevier, vol. 83(3), pages 571-598, March.
    12. Franks, Julian & Mayer, Colin, 1996. "Hostile takeovers and the correction of managerial failure," Journal of Financial Economics, Elsevier, vol. 40(1), pages 163-181, January.
    13. Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-329, May.
    14. McConnell, John J. & Servaes, Henri, 1990. "Additional evidence on equity ownership and corporate value," Journal of Financial Economics, Elsevier, vol. 27(2), pages 595-612, October.
    15. Martin Bugeja & Raymond da Silva Rosa, 2008. "Taxation of shareholder capital gains and the choice of payment method in takeovers," Accounting and Business Research, Taylor & Francis Journals, vol. 38(4), pages 331-350.
    16. Malmendier, Ulrike & Tate, Geoffrey, 2008. "Who makes acquisitions? CEO overconfidence and the market's reaction," Journal of Financial Economics, Elsevier, vol. 89(1), pages 20-43, July.
    17. Shams, Syed M.M. & Gunasekarage, Abeyratna & Colombage, Sisira R.N., 2013. "Does the organisational form of the target influence market reaction to acquisition announcements? Australian evidence," Pacific-Basin Finance Journal, Elsevier, vol. 24(C), pages 89-108.
    18. Anju Seth, 1990. "Value creation in acquisitions: A re‐examination of performance issues," Strategic Management Journal, Wiley Blackwell, vol. 11(2), pages 99-115, February.
    19. Brian J. Hall & Jeffrey B. Liebman, 1998. "Are CEOs Really Paid Like Bureaucrats?," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 113(3), pages 653-691.
    20. Hossain, Md Mosharraf & Pham, Man Duy (Marty) & Islam, Nahid, 2021. "The performance and motivation of serial acquisitions: Evidence from Australia," International Review of Financial Analysis, Elsevier, vol. 77(C).
    21. Bliss, Richard T. & Rosen, Richard J., 2001. "CEO compensation and bank mergers," Journal of Financial Economics, Elsevier, vol. 61(1), pages 107-138, July.
    22. Walters, Bruce A. & Kroll, Mark J. & Wright, Peter, 2007. "CEO tenure, boards of directors, and acquisition performance," Journal of Business Research, Elsevier, vol. 60(4), pages 331-338, April.
    23. Murphy, Kevin J., 1999. "Executive compensation," Handbook of Labor Economics, in: O. Ashenfelter & D. Card (ed.), Handbook of Labor Economics, edition 1, volume 3, chapter 38, pages 2485-2563, Elsevier.
    24. 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.
    25. Jay C. Hartzell & Laura T. Starks, 2003. "Institutional Investors and Executive Compensation," Journal of Finance, American Finance Association, vol. 58(6), pages 2351-2374, December.
    26. Cong Wang & Fei Xie, 2009. "Corporate Governance Transfer and Synergistic Gains from Mergers and Acquisitions," The Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 829-858, February.
    27. repec:eee:labchp:v:3:y:1999:i:pb:p:2485-2563 is not listed on IDEAS
    28. Cesare Fracassi & Geoffrey Tate, 2012. "External Networking and Internal Firm Governance," Journal of Finance, American Finance Association, vol. 67(1), pages 153-194, February.
    29. Dutordoir, Marie & Roosenboom, Peter & Vasconcelos, Manuel, 2014. "Synergy disclosures in mergers and acquisitions," International Review of Financial Analysis, Elsevier, vol. 31(C), pages 88-100.
    30. Lang, Larry H. P. & Stulz, ReneM. & Walkling, Ralph A., 1991. "A test of the free cash flow hypothesis*1: The case of bidder returns," Journal of Financial Economics, Elsevier, vol. 29(2), pages 315-335, October.
    31. Yakov Amihud & Baruch Lev, 1981. "Risk Reduction as a Managerial Motive for Conglomerate Mergers," Bell Journal of Economics, The RAND Corporation, vol. 12(2), pages 605-617, Autumn.
    32. Maria L. Goranova & Richard L. Priem & Hermann A. Ndofor & Cheryl A. Trahms, 2017. "Is there a “Dark Side” to Monitoring? Board and Shareholder Monitoring Effects on M&A Performance Extremeness," Strategic Management Journal, Wiley Blackwell, vol. 38(11), pages 2285-2297, November.
    33. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    34. Agyenim Boateng & XiaoGang Bi & Sanjukta Brahma, 2017. "The impact of firm ownership, board monitoring on operating performance of Chinese mergers and acquisitions," Review of Quantitative Finance and Accounting, Springer, vol. 49(4), pages 925-948, November.
    35. Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation," Scholarly Articles 29407535, Harvard University Department of Economics.
    36. Renée B. Adams & Daniel Ferreira, 2007. "A Theory of Friendly Boards," Journal of Finance, American Finance Association, vol. 62(1), pages 217-250, February.
    37. Mehran, Hamid, 1995. "Executive compensation structure, ownership, and firm performance," Journal of Financial Economics, Elsevier, vol. 38(2), pages 163-184, June.
    38. Sudip Datta & Mai Iskandar‐Datta & Kartik Raman, 2001. "Executive Compensation and Corporate Acquisition Decisions," Journal of Finance, American Finance Association, vol. 56(6), pages 2299-2336, December.
    39. David L. Dicks, 2012. "Executive Compensation and the Role for Corporate Governance Regulation," The Review of Financial Studies, Society for Financial Studies, vol. 25(6), pages 1971-2004.
    40. Ronald W. Masulis & Cong Wang & Fei Xie, 2007. "Corporate Governance and Acquirer Returns," Journal of Finance, American Finance Association, vol. 62(4), pages 1851-1889, August.
    41. Desai, Ashay & Kroll, Mark & Wright, Peter, 2005. "Outside board monitoring and the economic outcomes of acquisitions: a test of the substitution hypothesis," Journal of Business Research, Elsevier, vol. 58(7), pages 926-934, July.
    42. Roll, Richard, 1986. "The Hubris Hypothesis of Corporate Takeovers," The Journal of Business, University of Chicago Press, vol. 59(2), pages 197-216, April.
    43. 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 301-325, June.
    44. Mahmoud Agha & Baban Eulaiwi, 2020. "The alignment effects of CEO stock incentives in the presence of government ownership: International evidence from Gulf Cooperation Council countries," Australian Journal of Management, Australian School of Business, vol. 45(2), pages 195-222, May.
    45. Anderson, Christopher W. & Becher, David A. & Campbell, Terry II, 2004. "Bank mergers, the market for bank CEOs, and managerial incentives," Journal of Financial Intermediation, Elsevier, vol. 13(1), pages 6-27, January.
    46. Saeyoung Chang, 1998. "Takeovers of Privately Held Targets, Methods of Payment, and Bidder Returns," Journal of Finance, American Finance Association, vol. 53(2), pages 773-784, April.
    47. Aggarwal, Rajesh K. & Samwick, Andrew A., 2006. "Empire-builders and shirkers: Investment, firm performance, and managerial incentives," Journal of Corporate Finance, Elsevier, vol. 12(3), pages 489-515, June.
    48. Gerard Hoberg & Gordon Phillips, 2010. "Product Market Synergies and Competition in Mergers and Acquisitions: A Text-Based Analysis," The Review of Financial Studies, Society for Financial Studies, vol. 23(10), pages 3773-3811, October.
    49. Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation : An empirical analysis," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 293-315, January.
    50. John Koeplin & Atulya Sarin & Alan C. Shapiro, 2000. "The Private Company Discount," Journal of Applied Corporate Finance, Morgan Stanley, vol. 12(4), pages 94-101, January.
    51. Jarrad Harford, 1999. "Corporate Cash Reserves and Acquisitions," Journal of Finance, American Finance Association, vol. 54(6), pages 1969-1997, December.
    52. Kenneth J. Rediker & Anju Seth, 1995. "Boards of directors and substitution effects of alternative governance mechanisms," Strategic Management Journal, Wiley Blackwell, vol. 16(2), pages 85-99.
    53. Schmidt, Breno, 2015. "Costs and benefits of friendly boards during mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 117(2), pages 424-447.
    54. Germain, Laurent & Galy, Nadine & Lee, Wanling, 2014. "Corporate governance reform in Malaysia: Board size, independence and monitoring," Journal of Economics and Business, Elsevier, vol. 75(C), pages 126-162.
    55. Martin Bugeja & Raymond da Silva Rosa & Lien Duong & H.Y Izan, 2012. "CEO Compensation from M&As in Australia," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 39(9-10), pages 1298-1329, November.
    56. 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.
    57. Dennis C. Mueller & Mark L. Sirower, 2003. "The causes of mergers: tests based on the gains to acquiring firms' shareholders and the size of premia," Managerial and Decision Economics, John Wiley & Sons, Ltd., vol. 24(5), pages 373-391.
    58. Edward J. Zajac & James D. Westphal, 1994. "The Costs and Benefits of Managerial Incentives and Monitoring in Large U.S. Corporations: When is More not Better?," Strategic Management Journal, Wiley Blackwell, vol. 15(S1), pages 121-142, December.
    59. Thomas J. Boulton & Marcus V. Braga-Alves & Frederik P. Schlingemann, 2014. "Does Equity-Based Compensation Make Ceos More Acquisitive?," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 37(3), pages 267-294, September.
    60. Kathleen Fuller & Jeffry Netter & Mike Stegemoller, 2002. "What Do Returns to Acquiring Firms Tell Us? Evidence from Firms That Make Many Acquisitions," Journal of Finance, American Finance Association, vol. 57(4), pages 1763-1793, August.
    61. Dennis R. Schmidt & Karen L. Fowler, 1990. "Post‐acquisition financial performance and executive compensation," Strategic Management Journal, Wiley Blackwell, vol. 11(7), pages 559-569, November.
    62. Dennis C. Mueller, 1969. "A Theory of Conglomerate Mergers," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 83(4), pages 643-659.
    63. Monem, Reza M., 2013. "Determinants of board structure: Evidence from Australia," Journal of Contemporary Accounting and Economics, Elsevier, vol. 9(1), pages 33-49.
    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. Sun, Helin & Cappa, Francesco & Zhu, Jia & Peruffo, Enzo, 2023. "The effect of CEO social capital, CEO duality and state-ownership on corporate innovation," International Review of Financial Analysis, Elsevier, vol. 87(C).

    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. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 650-699.
    2. Etienne Redor, 2016. "Board attributes and shareholder wealth in mergers and acquisitions: a survey of the literature," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(4), pages 789-821, December.
    3. Acero, Isabel & Alcalde, Nuria, 2021. "Institutional context as a moderator of the relationship between board structure and acquirer returns," Research in International Business and Finance, Elsevier, vol. 57(C).
    4. Andrey Golubov & Dimitris Petmezas & Nickolaos G. Travlos, 2013. "Empirical mergers and acquisitions research: a review of methods, evidence and managerial implications," Chapters, in: Adrian R. Bell & Chris Brooks & Marcel Prokopczuk (ed.), Handbook of Research Methods and Applications in Empirical Finance, chapter 12, pages 287-313, Edward Elgar Publishing.
    5. An, Suwei, 2023. "Essays on incentive contracts, M&As, and firm risk," Other publications TiSEM dd97d2f5-1c9d-47c5-ba62-f, Tilburg University, School of Economics and Management.
    6. Agyenim Boateng & XiaoGang Bi & Sanjukta Brahma, 2017. "The impact of firm ownership, board monitoring on operating performance of Chinese mergers and acquisitions," Review of Quantitative Finance and Accounting, Springer, vol. 49(4), pages 925-948, November.
    7. Bradley W. Benson & Wallace N. Davidson III & Hongxia Wang & Dan L. Worrell, 2011. "Deviations from Expected Stakeholder Management, Firm Value, and Corporate Governance," Financial Management, Financial Management Association International, vol. 40(1), pages 39-81, March.
    8. Martynova, M. & Renneboog, L.D.R., 2005. "Takeover Waves : Triggers, Performance and Motives," Discussion Paper 2005-029, Tilburg University, Tilburg Law and Economic Center.
    9. Schmidt, Breno, 2015. "Costs and benefits of friendly boards during mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 117(2), pages 424-447.
    10. 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.
    11. Hussein Abedi Shamsabadi & Byung-Seong Min & Richard Chung, 2016. "Corporate governance and dividend strategy: lessons from Australia," International Journal of Managerial Finance, Emerald Group Publishing Limited, vol. 12(5), pages 583-610, October.
    12. Feito-Ruiz, Isabel & Renneboog, Luc, 2017. "Takeovers and (excess) CEO compensation," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 50(C), pages 156-181.
    13. Benson, Bradley W. & Chen, Yu & James, Hui L. & Park, Jung Chul, 2020. "So far away from me: Firm location and the managerial ownership effect on firm value," Journal of Corporate Finance, Elsevier, vol. 64(C).
    14. Robert W. Faff & Abeyratna Gunasekarage & Syed M. M. Shams, 2020. "Does takeover competition affect acquisition choices and bidding firm performance? Australian evidence," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 60(4), pages 3581-3619, December.
    15. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Other publications TiSEM 9baa3ffc-67cb-4647-9da5-a, Tilburg University, School of Economics and Management.
    16. Martynova, Marina & Renneboog, Luc, 2008. "A century of corporate takeovers: What have we learned and where do we stand?," Journal of Banking & Finance, Elsevier, vol. 32(10), pages 2148-2177, October.
    17. Julan Du & Charles Ka Yui Leung & Derek Chu, 2014. "Return Enhancing, Cash-rich or simply Empire-Building? An Empirical Investigation of Corporate Real Estate Holdings," International Real Estate Review, Global Social Science Institute, vol. 17(3), pages 301-357.
    18. Carline, Nicholas F. & Linn, Scott C. & Yadav, Pradeep K., 2009. "Operating performance changes associated with corporate mergers and the role of corporate governance," Journal of Banking & Finance, Elsevier, vol. 33(10), pages 1829-1841, October.
    19. Szilagyi, P.G., 2007. "Corporate governance and the agency costs of debt and outside equity," Other publications TiSEM 9520d40a-224f-43a8-9bf9-b, Tilburg University, School of Economics and Management.
    20. Kimberly Gleason & Anita Pennathur & Joan Wiggenhorn, 2014. "Acquisitions of family owned firms: boon or bust?," Journal of Economics and Finance, Springer;Academy of Economics and Finance, vol. 38(2), pages 269-286, April.

    More about this item

    Keywords

    Board monitoring; CEO incentives; Substitution effect; Corporate governance; Acquisitions;
    All these keywords.

    JEL classification:

    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

    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:eee:finana:v:81:y:2022:i:c:s1057521922000217. 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: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/inca/620166 .

    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.