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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.
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    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. 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.
    2. 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.
    3. 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.
    4. 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.
    5. 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.
    6. 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.
    7. 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.
    8. 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.
    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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