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Board Share-Ownership and Takeover Performance

Author

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  • Andy Cosh
  • Paul M. Guest
  • Alan Hughes

Abstract

We investigate the relation between takeover performance and board share-ownership in the acquiring company for a sample of 363 UK takeovers completed in the period 1985-96. In investigating this relationship we pay particular attention to the composition of board shareholdings as well as their size. Thus, in addition to the analysis of total board holdings, we analyse the separate impact of CEO shareholdings and of the pattern of non-executive and executive holdings within the board. In addition to our detailed examination of board holdings we assess the impact of non-board holdings. Our analysis controls for a number of non-shareholding constraints on discretionary director behaviour and for a variety of other influences on takeover outcomes including: the means of payment; acquirer size and market to book value; the relative size of the acquirer and the target; the nature of the bid in terms of hostility and industrial direction; and the pre-takeover performance of the acquiring company. We assess performance in terms of announcement returns, long run share returns and a portfolio of accounting measures. We find evidence that overall board ownership has a strong positive impact on long run share returns and a weak positive impact on operating performance. However, much stronger effects are found when the overall board measure is split into CEO, executive, and non-executive directors. We find strong evidence of a positive relation between takeover performance and CEO ownership, which holds for both long run returns and operating performance measures. This finding is robust to controlling for other factors that determine takeover performance and holds in a two stage least squares framework that controls for endogeneity effects. Shareholdings of other executive directors, non-executive directors, and non-board holdings are found to have no significant effect on takeover performance. Copyright Blackwell Publishers Ltd, 2006.

Suggested Citation

  • Andy Cosh & Paul M. Guest & Alan Hughes, 2006. "Board Share-Ownership and Takeover Performance," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 33(3-4), pages 459-510.
  • Handle: RePEc:bla:jbfnac:v:33:y:2006-04:i:3-4:p:459-510
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    Citations

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    Cited by:

    1. Azimjon Kuvandikov & Andrew Pendleton & David Higgins, 2014. "Employment Change after Takeovers: The Role of Executive Ownership," British Journal of Industrial Relations, London School of Economics, vol. 52(2), pages 191-236, June.
    2. Webb Cooper, Elizabeth, 2009. "Monitoring and governance of private banks," The Quarterly Review of Economics and Finance, Elsevier, vol. 49(2), pages 253-264, May.
    3. Andy Cosh & Alan Hughes, 2008. "Takeovers after "Takeovers"," Working Papers wp363, Centre for Business Research, University of Cambridge.
    4. Bouzgarrou, Houssam & Navatte, Patrick, 2013. "Ownership structure and acquirers performance: Family vs. non-family firms," International Review of Financial Analysis, Elsevier, vol. 27(C), pages 123-134.
    5. Etienne Redor, 2016. "Board attributes and shareholder wealth in mergers and acquisitions: a survey of the literature," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(4), pages 789-821, December.
    6. Andy Cosh & Paul Guest & Alan Hughes, 2007. "UK Corporate Governance and Takeover Performance," Working Papers wp357, Centre for Business Research, University of Cambridge.
    7. Hicham SBAI, "undated". "Determinants of short-term value destruction for the acquiring firm," Journal of Academic Finance 99, RED research unit, university of Gabes, Tunisia.
    8. Dionysios Polemis & Dimitrios Gounopoulos, 2012. "Prediction of distress and identification of potential M&As targets in UK," Managerial Finance, Emerald Group Publishing, vol. 38(11), pages 1085-1104, September.
    9. repec:eee:jocaae:v:12:y:2016:i:1:p:1-14 is not listed on IDEAS
    10. Juha-Pekka Kallunki & Elina Pyykkö & Tomi Laamanen, 2009. "Stock Market Valuation, Profitability and R&D Spending of the Firm: The Effect of Technology Mergers and Acquisitions," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(7-8), pages 838-862.

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