IDEAS home Printed from https://ideas.repec.org/p/crs/wpaper/2005-30.html
   My bibliography  Save this paper

Bottom-Up Corporate Governance

Author

Listed:
  • Augustin Landier

    (Crest)

  • David Sraer

    (Crest)

  • David Thesmar

    (Crest)

Abstract

This paper empirically relates the internal organization of a firm with decision making quality and corporate performance. We call "independent from the CEO" a top executive who joined the firm before the current CEO was appointed. In a very robust way, firms with a smaller fraction of independent executives exhibit (1) a lower level of profitability and (2) lower shareholder returns following large acquisitions. These results are unaffected when we control for traditional governance measures such as board independence or other well-studied shareholder friendly provisions. One interpretation is that "independently minded" top ranking executives act as a counter-power imposing strong discipline on their CEO, even though they are formally under his authority.

Suggested Citation

  • Augustin Landier & David Sraer & David Thesmar, 2005. "Bottom-Up Corporate Governance," Working Papers 2005-30, Center for Research in Economics and Statistics.
  • Handle: RePEc:crs:wpaper:2005-30
    as

    Download full text from publisher

    File URL: http://crest.science/RePEc/wpstorage/2005-30.pdf
    File Function: Crest working paper version
    Download Restriction: no
    ---><---

    Other versions of this item:

    References listed on IDEAS

    as
    1. Bebchuk, Lucian A. & Cohen, Alma, 2005. "The costs of entrenched boards," Journal of Financial Economics, Elsevier, vol. 78(2), pages 409-433, November.
    2. Kaplan, Steven N. & Minton, Bernadette A., 1994. "Appointments of outsiders to Japanese boards: Determinants and implications for managers," Journal of Financial Economics, Elsevier, vol. 36(2), pages 225-258, October.
    3. Vafeas, Nikos, 1999. "Board meeting frequency and firm performance," Journal of Financial Economics, Elsevier, vol. 53(1), pages 113-142, July.
    4. Fama, Eugene F. & French, Kenneth R., 1997. "Industry costs of equity," Journal of Financial Economics, Elsevier, vol. 43(2), pages 153-193, February.
    5. Yermack, David, 1996. "Higher market valuation of companies with a small board of directors," Journal of Financial Economics, Elsevier, vol. 40(2), pages 185-211, February.
    6. Renée B. Adams & Heitor Almeida & Daniel Ferreira, 2005. "Powerful CEOs and Their Impact on Corporate Performance," Review of Financial Studies, Society for Financial Studies, vol. 18(4), pages 1403-1432.
    7. Loughran, Tim & Vijh, Anand M, 1997. "Do Long-Term Shareholders Benefit from Corporate Acquisitions?," Journal of Finance, American Finance Association, vol. 52(5), pages 1765-1790, December.
    8. Weisbach, Michael S., 1988. "Outside directors and CEO turnover," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 431-460, January.
    9. Eric Van den Steen, 2005. "Organizational Beliefs and Managerial Vision," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 21(1), pages 256-283, April.
    10. Rachel M. Hayes & Paul Oyer & Scott Schaefer, 2006. "Coworker Complementarity and the Stability of Top-Management Teams," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 22(1), pages 184-212, April.
    11. Benjamin E. Hermalin & Michael S. Weisbach, 2003. "Boards of directors as an endogenously determined institution: a survey of the economic literature," Economic Policy Review, Federal Reserve Bank of New York, vol. 9(Apr), pages 7-26.
    Full references (including those not matched with items on IDEAS)

    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. Vafeas, Nikos & Vlittis, Adamos, 2019. "Board executive committees, board decisions, and firm value," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 43-63.
    2. Renee B. Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2010. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," Journal of Economic Literature, American Economic Association, vol. 48(1), pages 58-107, March.
    3. Liang, Qi & Xu, Pisun & Jiraporn, Pornsit, 2013. "Board characteristics and Chinese bank performance," Journal of Banking & Finance, Elsevier, vol. 37(8), pages 2953-2968.
    4. Chi, Jianxin Daniel & Scott Lee, D., 2010. "The conditional nature of the value of corporate governance," Journal of Banking & Finance, Elsevier, vol. 34(2), pages 350-361, February.
    5. Baran, Lindsay & Forst, Arno, 2015. "Disproportionate insider control and board of director characteristics," Journal of Corporate Finance, Elsevier, vol. 35(C), pages 62-80.
    6. Randy Beavers & Shawn Mobbs, 2020. "Director overconfidence," Financial Management, Financial Management Association International, vol. 49(2), pages 389-422, June.
    7. Ian Gregory‐Smith & Steve Thompson & Peter W. Wright, 2009. "Fired or Retired? A Competing Risks Analysis of Chief Executive Turnover," Economic Journal, Royal Economic Society, vol. 119(536), pages 463-481, March.
    8. El-Khatib, Rwan & Fogel, Kathy & Jandik, Tomas, 2015. "CEO network centrality and merger performance," Journal of Financial Economics, Elsevier, vol. 116(2), pages 349-382.
    9. Masulis, Ronald W. & Wang, Cong & Xie, Fei, 2012. "Globalizing the boardroom—The effects of foreign directors on corporate governance and firm performance," Journal of Accounting and Economics, Elsevier, vol. 53(3), pages 527-554.
    10. Bill B. Francis & Iftekhar Hasan & Qiang Wu, 2012. "Do corporate boards matter during the current financial crisis?," Review of Financial Economics, John Wiley & Sons, vol. 21(2), pages 39-52, April.
    11. Bushman, Robert & Chen, Qi & Engel, Ellen & Smith, Abbie, 2004. "Financial accounting information, organizational complexity and corporate governance systems," Journal of Accounting and Economics, Elsevier, vol. 37(2), pages 167-201, June.
    12. Randall Morck, 2009. "Generalized Agency Problems," NBER Working Papers 15051, National Bureau of Economic Research, Inc.
    13. Maria Boutchkova & Angelica Gonzalez & Brian G.M. Main & Vathunyoo Sila, 2021. "Gender diversity and the spillover effects of women on boards," Corporate Governance: An International Review, Wiley Blackwell, vol. 29(1), pages 2-21, January.
    14. Chaur-Shiuh Young & Liu-Ching Tsai & Pei-Gin Hsieh, 2008. "Voluntary Appointment of Independent Directors in Taiwan: Motives and Consequences," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 35(9-10), pages 1103-1137.
    15. Enrichetta Ravina & Paola Sapienza, 2010. "What Do Independent Directors Know? Evidence from Their Trading," The Review of Financial Studies, Society for Financial Studies, vol. 23(3), pages 962-1003, March.
    16. Lamoreaux, Phillip T. & Litov, Lubomir P. & Mauler, Landon M., 2019. "lead Independent Directors: Good governance or window dressing?," Journal of Accounting Literature, Elsevier, vol. 43(C), pages 47-69.
    17. Rajkovic, Tijana, 2020. "Lead independent directors and investment efficiency," Journal of Corporate Finance, Elsevier, vol. 64(C).
    18. Antonio Mínguez & Juan Francisco Martín Ugedo, 2005. "La Influencia Del Poder De La Direccion En El Riesgo Y En El Valor De La Empresa: Evidencia Para El Mercado Español," Working Papers. Serie EC 2005-13, Instituto Valenciano de Investigaciones Económicas, S.A. (Ivie).
    19. Dah, Mustafa A. & Jizi, Mohammad I. & Kebbe, Reem, 2020. "CEO gender and managerial entrenchment," Research in International Business and Finance, Elsevier, vol. 54(C).
    20. Burak Güner, A. & Malmendier, Ulrike & Tate, Geoffrey, 2008. "Financial expertise of directors," Journal of Financial Economics, Elsevier, vol. 88(2), pages 323-354, May.

    More about this item

    JEL classification:

    • D23 - Microeconomics - - Production and Organizations - - - Organizational Behavior; Transaction Costs; Property Rights
    • G14 - Financial Economics - - General Financial Markets - - - Information and Market Efficiency; Event Studies; Insider Trading
    • 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:crs:wpaper:2005-30. 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: Secretariat General (email available below). General contact details of provider: https://edirc.repec.org/data/crestfr.html .

    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.