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Governance structures and the compensation of powerful corporate leaders in financial firms during M&As

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  • Agyei-Boapeah, Henry
  • Ntim, Collins G.
  • Fosu, Samuel

Abstract

We examine the impact of mergers and acquisitions (M&As) on the compensation of powerful corporate leaders [i.e., boards of directors, including Chief Executives Officers (CEOs), Chief Financial Officers (CFOs), and Board Chairs] of acquiring firms. Using one of the largest datasets on M&As, directors’ compensation, and governance to-date, consisting of a sample of UK financials (banks, insurance firms, private equity firms, and speciality finance firms) over a 13-year period, our results obtained by employing multivariate regression analyses show that acquisitions, on average, have a positive and significant impact on directors’ compensation. This effect applies to both powerful corporate executives (CEOs, CFOs, and all other executive directors) and other non-executive directors. However, the positive acquisition effect on top executive compensation is much higher in larger and more complex acquisitions. We also find that much of the acquisition-related pay raises is equity-based rather than cash-based. Finally, we find CEOs to be the top beneficiaries from acquisitions. We interpret our findings within a multi-theoretical framework that draws insights from agency, executive power, managerial talent, and tournament theories of top executive compensation.

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  • Agyei-Boapeah, Henry & Ntim, Collins G. & Fosu, Samuel, 2019. "Governance structures and the compensation of powerful corporate leaders in financial firms during M&As," Journal of International Accounting, Auditing and Taxation, Elsevier, vol. 37(C).
  • Handle: RePEc:eee:jiaata:v:37:y:2019:i:c:s1061951818302015
    DOI: 10.1016/j.intaccaudtax.2019.100285
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    as
    1. Brick, Ivan E. & Palmon, Oded & Wald, John K., 2006. "CEO compensation, director compensation, and firm performance: Evidence of cronyism?," Journal of Corporate Finance, Elsevier, vol. 12(3), pages 403-423, June.
    2. John E. Core & Wayne R. Guay & David F. Larcker, 2003. "Executive equity compensation and incentives: a survey," Economic Policy Review, Federal Reserve Bank of New York, vol. 9(Apr), pages 27-50.
    3. C. Edward Fee, 2003. "Raids, Rewards, and Reputations in the Market for Managerial Talent," The Review of Financial Studies, Society for Financial Studies, vol. 16(4), pages 1315-1357.
    4. James B. Wade & Charles A. O'Reilly & Timothy G. Pollock, 2006. "Overpaid CEOs and Underpaid Managers: Fairness and Executive Compensation," Organization Science, INFORMS, vol. 17(5), pages 527-544, October.
    5. Christopher S. Armstrong & Ian D. Gow & David F. Larcker, 2013. "The Efficacy of Shareholder Voting: Evidence from Equity Compensation Plans," Journal of Accounting Research, Wiley Blackwell, vol. 51(5), pages 909-950, December.
    6. Furfine, Craig H. & Rosen, Richard J., 2011. "Mergers increase default risk," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 832-849, September.
    7. Grinstein, Yaniv & Hribar, Paul, 2004. "CEO compensation and incentives: Evidence from M&A bonuses," Journal of Financial Economics, Elsevier, vol. 73(1), pages 119-143, July.
    8. Main, Brian G M & Bruce, Alistair & Buck, Trevor, 1996. "Total Board Remuneration and Company Performance," Economic Journal, Royal Economic Society, vol. 106(439), pages 1627-1644, November.
    9. Peter Hahn & Meziane Lasfer, 2011. "The compensation of non-executive directors: rationale, form, and findings," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 15(4), pages 589-601, November.
    10. Neslihan Ozkan, 2011. "CEO Compensation and Firm Performance: an Empirical Investigation of UK Panel Data," European Financial Management, European Financial Management Association, vol. 17(2), pages 260-285, March.
    11. Conyon, Martin & Gregg, Paul & Machin, Stephen, 1995. "Taking Care of Business, Executive Compensation in the United Kingdom," Economic Journal, Royal Economic Society, vol. 105(430), pages 704-714, May.
    12. Fleischer, Rouven & Goettsche, Max & Schauer, Maximilian, 2017. "The Big 4 premium: Does it survive an auditor change? Evidence from Europe," Journal of International Accounting, Auditing and Taxation, Elsevier, vol. 29(C), pages 103-117.
    13. Ozkan, Neslihan, 2012. "Do CEOs gain more in foreign acquisitions than domestic acquisitions?," Journal of Banking & Finance, Elsevier, vol. 36(4), pages 1122-1138.
    14. Jerry Coakley & Stavroula Iliopoulou, 2006. "Bidder CEO and Other Executive Compensation in UK M&As," European Financial Management, European Financial Management Association, vol. 12(4), pages 609-631, September.
    15. Conyon, Martin J & Leech, Dennis, 1994. "Top Pay, Company Performance and Corporate Governance," Oxford Bulletin of Economics and Statistics, Department of Economics, University of Oxford, vol. 56(3), pages 229-247, August.
    16. Alistair Bruce & Trevor Buck & Brian G. M. Main, 2005. "Top Executive Remuneration: A View from Europe," Journal of Management Studies, Wiley Blackwell, vol. 42(7), pages 1493-1506, November.
    17. Hubbard, R. Glenn & Palia, Darius, 1995. "Executive pay and performance Evidence from the U.S. banking industry," Journal of Financial Economics, Elsevier, vol. 39(1), pages 105-130, September.
    18. 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.
    19. Paul M. Guest, 2009. "The Impact of Mergers and Acquisitions on Executive Pay in the United Kingdom," Economica, London School of Economics and Political Science, vol. 76(301), pages 149-175, February.
    20. Oliver E. Williamson, 2000. "The New Institutional Economics: Taking Stock, Looking Ahead," Journal of Economic Literature, American Economic Association, vol. 38(3), pages 595-613, September.
    21. Paul Gregg & Stephen Machin & Stefan Szymanski, 1993. "The Disappearing Relationship Between Directors' Pay and Corporate Performance," British Journal of Industrial Relations, London School of Economics, vol. 31(1), pages 1-9, March.
    22. Yan Liu & Carol Padgett & Simone Varotto, 2017. "Corporate Governance, Bank Mergers and Executive Compensation," International Journal of Finance & Economics, John Wiley & Sons, Ltd., vol. 22(1), pages 12-29, January.
    23. Mr. Gianni De Nicolo & Mr. Myron L. Kwast, 2002. "Systemic Risk and Financial Consolidation: Are they Related?," IMF Working Papers 2002/055, International Monetary Fund.
    24. Core, John E. & Holthausen, Robert W. & Larcker, David F., 1999. "Corporate governance, chief executive officer compensation, and firm performance," Journal of Financial Economics, Elsevier, vol. 51(3), pages 371-406, March.
    25. Zhou, Haiyan & Owusu-Ansah, Stephen & Maggina, Anastasia, 2018. "Board of directors, audit committee, and firm performance: Evidence from Greece," Journal of International Accounting, Auditing and Taxation, Elsevier, vol. 31(C), pages 20-36.
    26. Lucian Arye Bebchuk & Jesse M. Fried, 2004. "Stealth Compensation Via Retirement Benefits," NBER Working Papers 10742, National Bureau of Economic Research, Inc.
    27. Liu, Sun, 2017. "The impact of equity incentive plans on analysts’ earnings forecasts and stock recommendations for Chinese listed firms: An empirical study," Journal of International Accounting, Auditing and Taxation, Elsevier, vol. 29(C), pages 1-13.
    28. Lehar, Alfred, 2005. "Measuring systemic risk: A risk management approach," Journal of Banking & Finance, Elsevier, vol. 29(10), pages 2577-2603, October.
    29. Detzen, Dominic & Zülch, Henning, 2012. "Executive compensation and goodwill recognition under IFRS: Evidence from European mergers," Journal of International Accounting, Auditing and Taxation, Elsevier, vol. 21(2), pages 106-126.
    30. Goh, Lisa & Gupta, Aditi, 2016. "Remuneration of non-executive directors: Evidence from the UK," The British Accounting Review, Elsevier, vol. 48(3), pages 379-399.
    31. repec:sae:niesru:v:149:y::i:1:p:83-92 is not listed on IDEAS
    32. Jensen, Michael C & Murphy, Kevin J, 1990. "Performance Pay and Top-Management Incentives," Journal of Political Economy, University of Chicago Press, vol. 98(2), pages 225-264, April.
    33. Yuval Deutsch & Thomas W. Ross, 2003. "You are Known by the Directors You Keep: Reputable Directors as a Signaling Mechanism for Young Firms," Management Science, INFORMS, vol. 49(8), pages 1003-1017, August.
    34. Heckman, James, 2013. "Sample selection bias as a specification error," Applied Econometrics, Russian Presidential Academy of National Economy and Public Administration (RANEPA), vol. 31(3), pages 129-137.
    35. Bliss, Richard T. & Rosen, Richard J., 2001. "CEO compensation and bank mergers," Journal of Financial Economics, Elsevier, vol. 61(1), pages 107-138, July.
    36. Sherwin Rosen, 1982. "Authority, Control, and the Distribution of Earnings," Bell Journal of Economics, The RAND Corporation, vol. 13(2), pages 311-323, Autumn.
    37. Zhian Chen & Wing-Yee Hung & Donghui Li & Lu Xing, 2017. "The impact of bank merger growth on CEO compensation," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 44(9-10), pages 1398-1442, October.
    38. 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.
    39. Martin J Conyon & Paul Gregg, 1994. "Pay at the Top: A Study of the Sensitivity of Top Director Remuneration to Company Specific Shocks," National Institute Economic Review, National Institute of Economic and Social Research, vol. 149(1), pages 83-92, August.
    40. Silva, Walmir & Kimura, Herbert & Sobreiro, Vinicius Amorim, 2017. "An analysis of the literature on systemic financial risk: A survey," Journal of Financial Stability, Elsevier, vol. 28(C), pages 91-114.
    41. De Nicolo, Gianni & Kwast, Myron L., 2002. "Systemic risk and financial consolidation: Are they related?," Journal of Banking & Finance, Elsevier, vol. 26(5), pages 861-880, May.
    42. Sourafel Girma & Steve Thompson & Peter W. Wright, 2006. "The Impact of Merger Activity on Executive Pay in the United Kingdom," Economica, London School of Economics and Political Science, vol. 73(290), pages 321-339, May.
    43. Abdul Wahab, Nor Shaipah & Ntim, Collins G. & Mohd Adnan, Mohd Muttaqin & Tye, Wei Ling, 2018. "Top management team heterogeneity, governance changes and book-tax differences," Journal of International Accounting, Auditing and Taxation, Elsevier, vol. 32(C), pages 30-46.
    44. repec:eee:labchp:v:3:y:1999:i:pb:p:2485-2563 is not listed on IDEAS
    45. Henry Agyei-Boapeah, 2015. "Cross-border acquisitions and financial leverage of UK acquirers," Accounting Forum, Taylor & Francis Journals, vol. 39(2), pages 97-108, June.
    46. Conyon, Martin J., 1997. "Corporate governance and executive compensation," International Journal of Industrial Organization, Elsevier, vol. 15(4), pages 493-509, July.
    47. Hagendorff, Jens & Vallascas, Francesco, 2011. "CEO pay incentives and risk-taking: Evidence from bank acquisitions," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 1078-1095, September.
    48. 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, April.
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    3. Jiao Xue & Heng Fan & Zhanxun Dong, 2020. "Compensations of Top Executives and M&A Behaviors: An Empirical Study of Listed Companies," IJFS, MDPI, vol. 8(4), pages 1-13, October.
    4. Jongmoo Jay Choi & Omer F. Genc & Ming Ju, 2020. "Is an M&A self‐dealing? Evidence on international and domestic acquisitions and CEO compensation," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 47(9-10), pages 1290-1315, October.
    5. Shahab, Yasir & Ntim, Collins G. & Ullah, Farid & Yugang, Chen & Ye, Zhiwei, 2020. "CEO power and stock price crash risk in China: Do female directors' critical mass and ownership structure matter?," International Review of Financial Analysis, Elsevier, vol. 68(C).
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    7. John K. Malagila & Alaa M. Zalata & Collins G. Ntim & Ahmed A. Elamer, 2021. "Corporate governance and performance in sports organisations: The case of UK premier leagues," International Journal of Finance & Economics, John Wiley & Sons, Ltd., vol. 26(2), pages 2517-2537, April.

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