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Performance Pay, CEO Dismissal, and the Dual Role of Takeovers

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  • Mike Burkart

    ()

  • Konrad Raff

    ()

Abstract

We propose that an active takeover market provides incentives by o¤ering acqui- sition opportunities to successful managers. This allows ?rms to reduce performance- based compensation and can rationalize loss-making acquisitions. At the same time, takeovers remain a substitute for board dismissal in the replacement of poorly per- forming managers. The joint impact of the two mechanisms on managerial turnover is, however, multi-faceted: In ?rms with strong boards, turnover and performance- based pay are non-monotonic in the intensity of the takeover threat. In ?rms with weak boards, turnover (performance-based pay) increases (decreases) with the in- tensity of the takeover threat. When choosing its acquisition policy and the quality of its board, each ?rm ignores the adverse e¤ect on other ?rms?acquisition oppor- tunities and takeover threat. As a result, the takeover market is not su¢ ciently liquid and too few takeovers occur.

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Bibliographic Info

Paper provided by Financial Markets Group in its series FMG Discussion Papers with number dp694.

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Date of creation: Nov 2011
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Handle: RePEc:fmg:fmgdps:dp694

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  1. Tirole, Jean, 2001. "Corporate Governance," Econometrica, Econometric Society, vol. 69(1), pages 1-35, January.
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  8. Ferreira, Daniel & Ferreira, Miguel A. & Raposo, Clara C., 2011. "Board structure and price informativeness," Journal of Financial Economics, Elsevier, vol. 99(3), pages 523-545, March.
  9. Avery, Christopher & Chevalier, Judith A & Schaefer, Scott, 1998. "Why Do Managers Undertake Acquisitions? An Analysis of Internal and External Rewards for Acquisitiveness," Journal of Law, Economics and Organization, Oxford University Press, vol. 14(1), pages 24-43, April.
  10. Ronald W. Masulis & Shawn Mobbs, 2011. "Are All Inside Directors the Same? Evidence from the External Directorship Market," Journal of Finance, American Finance Association, vol. 66(3), pages 823-872, 06.
  11. Robert Gibbons & Kevin J. Murphy, 1992. "Optimal Incentive Contracts in the Presence of Career Concerns: Theory and Evidence," NBER Working Papers 3792, National Bureau of Economic Research, Inc.
  12. Andres Almazan & Javier Suarez, 2003. "Entrenchment and Severance Pay in Optimal Governance Structures," Journal of Finance, American Finance Association, vol. 58(2), pages 519-548, 04.
  13. Sudip Datta, 2001. "Executive Compensation and Corporate Acquisition Decisions," Journal of Finance, American Finance Association, vol. 56(6), pages 2299-2336, December.
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