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Directors’ Recommendations in Takeovers: An Agency and Governance Analysis

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  • Darren Henry

Abstract

This paper evaluates whether directors of target companies make response recommendations in takeovers which are consistent with the interests of shareholders, by examining the relationship between target director recommendations and associated takeover characteristics and ownership and corporate governance characteristics of target companies. The findings suggest that response recommendations appear to be more closely associated with the self‐interest of directors rather than shareholders’ concerns, and that common governance initiatives aimed at aligning the interests of shareholders and managers are ineffective in resolving this agency problem. The results suggest the need for legislative or judicial reforms in Australia to encourage takeover activity and reduce takeover hostility.

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  • Darren Henry, 2005. "Directors’ Recommendations in Takeovers: An Agency and Governance Analysis," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 32(1‐2), pages 129-159, January.
    • Handle: RePEc:bla:jbfnac:v:32:y:2005:i:1-2:p:129-159
    DOI: 10.1111/j.0306-686X.2005.00590.x
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    1. Peter Holl & Dimitis Kyriaziz, 1996. "The Determinants of Outcome in UK Take-over Bids," International Journal of the Economics of Business, Taylor & Francis Journals, vol. 3(2), pages 165-184.
    2. Cotter, James F. & Zenner, Marc, 1994. "How managerial wealth affects the tender offer process," Journal of Financial Economics, Elsevier, vol. 35(1), pages 63-97, February.
    3. Shivdasani, Anil, 1993. "Board composition, ownership structure, and hostile takeovers," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 167-198, April.
    4. Peter Holl & Dimitris Kyriazis, 1997. "Agency, Bid Resistance and the Market for Corporate Control," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 24(7‐8), pages 1037-1066, September.
    5. North, David S., 2001. "The role of managerial incentives in corporate acquisitions: the 1990s evidence," Journal of Corporate Finance, Elsevier, vol. 7(2), pages 125-149, June.
    6. Walkling, Ralph A., 1985. "Predicting Tender Offer Success: A Logistic Analysis," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 20(4), pages 461-478, December.
    7. Ronan G. Powell, 1997. "Modelling Takeover Likelihood," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 24(7‐8), pages 1009-1030, September.
    8. Ralph A. Walkling & Michael S. Long, 1984. "Agency Theory, Managerial Welfare, and Takeover Bid Resistance," RAND Journal of Economics, The RAND Corporation, vol. 15(1), pages 54-68, Spring.
    9. Elias Raad & Robert Ryan, 1995. "Capital Structure and Ownership Distribution of Tender Offer Targets: An Empirical Study," Financial Management, Financial Management Association, vol. 24(1), Spring.
    10. Song, Moon H. & Walkling, Ralph A., 1993. "The Impact of Managerial Ownership on Acquisition Attempts and Target Shareholder Wealth," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 28(4), pages 439-457, December.
    11. Ambrose, Brent W. & Megginson, William L., 1992. "The Role of Asset Structure, Ownership Structure, and Takeover Defenses in Determining Acquisition Likelihood," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 27(4), pages 575-589, December.
    12. Duggal, Rakesh & Millar, James A., 1994. "Institutional investors, antitakeover defenses and success of hostile takeover bids," The Quarterly Review of Economics and Finance, Elsevier, vol. 34(4), pages 387-402.
    13. Cotter, James F. & Shivdasani, Anil & Zenner, Marc, 1997. "Do independent directors enhance target shareholder wealth during tender offers?," Journal of Financial Economics, Elsevier, vol. 43(2), pages 195-218, February.
    14. Noel O'Sullivan & Pauline Wong, 1999. "Board composition, ownership structure and hostile takeovers: some UK evidence," Accounting and Business Research, Taylor & Francis Journals, vol. 29(2), pages 139-155.
    15. repec:bla:jecsur:v:15:y:2001:i:2:p:145-86 is not listed on IDEAS
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    Cited by:

    1. Hoa Luong & Abeyratna Gunasekarage & Syed Shams, 2021. "CEO pay slice and acquisitions in Australia: the role of tournament incentives," International Journal of Managerial Finance, Emerald Group Publishing Limited, vol. 18(5), pages 833-868, September.
    2. Winson Chan & David Emanuel, 2011. "Board governance and acquirers’ returns: A study of Australian acquisitions," Australian Journal of Management, Australian School of Business, vol. 36(2), pages 174-199, August.
    3. Martin Bugeja & Anna Loyeung, 2017. "Accounting for business combinations and takeover premiums: Pre- and post-IFRS," Australian Journal of Management, Australian School of Business, vol. 42(2), pages 183-204, May.
    4. Martin Bugeja & Raymond Da Silva Rosa & Andrew Lee, 2009. "The Impact of Director Reputation and Performance on the Turnover and Board Seats of Target Firm Directors," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(1‐2), pages 185-209, January.
    5. Martin Bugeja & Raymond da Silva Rosa & HY Izan & Susan Ngan, 2016. "To scheme or bid? Choice of takeover method and impact on premium," Australian Journal of Management, Australian School of Business, vol. 41(2), pages 212-243, May.
    6. Lukas Setia‐Atmaja & George A. Tanewski & Michael Skully, 2009. "The Role of Dividends, Debt and Board Structure in the Governance of Family Controlled Firms," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(7‐8), pages 863-898, September.
    7. Lynn Hodgkinson & Graham H. Partington, 2008. "The Motivation for Takeovers in the UK," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 35(1‐2), pages 102-126, January.
    8. Chistopher Day & Martin Bugeja & Helen Spiropoulos & Zoltan Matolcsy, 2023. "Non‐executive directorship importance and takeover hostility: Australian evidence," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 63(1), pages 769-793, March.
    9. Setia-Atmaja, Lukas & Haman, Janto & Tanewski, George, 2011. "The role of board independence in mitigating agency problem II in Australian family firms," The British Accounting Review, Elsevier, vol. 43(3), pages 230-246.
    10. Bedford, Anna & Bugeja, Martin & Czernkowski, Robert & Bond, David, 2023. "Is the effect of shared auditors driven by shared audit partners? The case of M&As," The British Accounting Review, Elsevier, vol. 55(2).
    11. 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.
    12. Bugeja, Martin, 2011. "Takeover premiums and the perception of auditor independence and reputation," The British Accounting Review, Elsevier, vol. 43(4), pages 278-293.

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