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Do CEOs in Mergers Trade Power for Premium? Evidence from "Mergers of Equals"

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  • Julie Wulf
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    Abstract

    I analyze chief executive officer (CEO) incentives to negotiate shared control in the postmerger governance of the surviving firm. In order to do this, I study abnormal returns in a sample of "mergers of equals" (MOEs) transactions in which the two firms are approximately equal in postmerger board representation. These transactions are friendly mergers generally characterized by premerger negotiations that result in both greater shared control (board and management) and more equal sharing of merger gains between the two firms. On average, the value created measured by combined event returns is no different between MOEs and a matched sample of transactions. However, target shareholders capture less of the gains measured by event returns in transactions with shared governance. Moreover, target shareholders' share of the gains is systematically related to variables representing postmerger control rights, and shared governance is more likely in transactions in which CEOs face greater incentives for control. The evidence suggests that CEOs trade power for premium by negotiating shared control in the merged firm in exchange for lower shareholder premiums. Copyright 2004, Oxford University Press.

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    Bibliographic Info

    Article provided by Oxford University Press in its journal The Journal of Law, Economics, and Organization.

    Volume (Year): 20 (2004)
    Issue (Month): 1 (April)
    Pages: 60-101

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    Handle: RePEc:oup:jleorg:v:20:y:2004:i:1:p:60-101

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    Cited by:
    1. Felipe Balmaceda, 2009. "Mergers and CEO Power," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 165(3), pages 454-486, September.
    2. Eckbo, B. Espen, 2009. "Bidding strategies and takeover premiums: A review," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 149-178, February.
    3. Ishii, Joy & Xuan, Yuhai, 2014. "Acquirer-target social ties and merger outcomes," Journal of Financial Economics, Elsevier, vol. 112(3), pages 344-363.
    4. Madura, Jeff & Susnjara, Jurica, 2013. "The appeal of private targets in international acquisitions," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 24(C), pages 198-222.
    5. Elijah Brewer, III & Julapa Jagtiani, 2011. "How much did banks pay to become too-big-to-fail and to become systematically important?," Working Papers 11-37, Federal Reserve Bank of Philadelphia.
    6. Bebchuk, Lucian & Cohen, Alma & Wang, Charles C.Y., 2014. "Golden Parachutes and the Wealth of Shareholders," Journal of Corporate Finance, Elsevier, vol. 25(C), pages 140-154.
    7. Li, Xiaoyang, 2013. "Productivity, restructuring, and the gains from takeovers," Journal of Financial Economics, Elsevier, vol. 109(1), pages 250-271.
    8. Ahern, Kenneth R., 2012. "Bargaining power and industry dependence in mergers," Journal of Financial Economics, Elsevier, vol. 103(3), pages 530-550.
    9. Qiu, Buhui & Trapkov, Svetoslav & Yakoub, Fadi, 2014. "Do target CEOs trade premiums for personal benefits?," Journal of Banking & Finance, Elsevier, vol. 42(C), pages 23-41.
    10. Fich, Eliezer M. & Cai, Jie & Tran, Anh L., 2011. "Stock option grants to target CEOs during private merger negotiations," Journal of Financial Economics, Elsevier, vol. 101(2), pages 413-430, August.
    11. Hanlon, Michelle & Heitzman, Shane, 2010. "A review of tax research," Journal of Accounting and Economics, Elsevier, vol. 50(2-3), pages 127-178, December.
    12. Elijah Brewer, III & William E. Jackson, III & Julapa A. Jagtiani, 2007. "Target's corporate governance and bank merger payoffs," Research Working Paper RWP 07-13, Federal Reserve Bank of Kansas City.
    13. Elijah Brewer, III & William E. Jackson, III & Larry D. Wall, 2006. "When target CEOs contract with acquirers: evidence from bank mergers and acquisitions," Working Paper 2006-28, Federal Reserve Bank of Atlanta.
    14. Bates, Thomas W. & Becher, David A. & Lemmon, Michael L., 2008. "Board classification and managerial entrenchment: Evidence from the market for corporate control," Journal of Financial Economics, Elsevier, vol. 87(3), pages 656-677, March.

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