IDEAS home Printed from https://ideas.repec.org/a/bla/jemstr/v12y2003i4p495-530.html
   My bibliography  Save this article

Board Efficiency and Internal Corporate Control Mechanisms

Author

Listed:
  • Clara Graziano
  • Annalisa Luporini

Abstract

We analyze the interactions between internal and external control mechanisms in a framework in which the board selects the CEO and then decides whether to retain or dismiss him after observing a signal regarding his ability. The novel aspect of our paper is that we consider both the hiring and the firing of the CEO by the board. The type of board is defined by its ability to select a good CEO, so that the quality of the CEO depends on the type of board. Then, the dismissal‐retention decision provides information not only on the quality of the CEO but also on the board's type. We show that the board's behavior depends on the pressure from the takeover market and on whether its type is publicly known. When the pressure from the takeover market is high and the type of board is private information, the board prefers not to dismiss the manager even if it has received a very low signal regarding his quality. Hence, our model endogenously derives a collusion between board and CEO in which the board does not fire a bad CEO. This behavior emerges as an attempt to hide the board's inability to accomplish the first task, CEO selection, by distorting the second task, the CEO retention‐dismissal decision.

Suggested Citation

  • Clara Graziano & Annalisa Luporini, 2003. "Board Efficiency and Internal Corporate Control Mechanisms," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 12(4), pages 495-530, December.
    • Handle: RePEc:bla:jemstr:v:12:y:2003:i:4:p:495-530
    DOI: 10.1111/j.1430-9134.2003.00495.x
    as

    Download full text from publisher

    File URL: https://doi.org/10.1111/j.1430-9134.2003.00495.x
    Download Restriction: no
    File URL: https://libkey.io/10.1111/j.1430-9134.2003.00495.x?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. David Hirshleifer & Anjan V. Thakor, 1998. "Corporate Control Through Board Dismissals and Takeovers," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 7(4), pages 489-520, December.
    2. Franks, Julian & Mayer, Colin, 1996. "Hostile takeovers and the correction of managerial failure," Journal of Financial Economics, Elsevier, vol. 40(1), pages 163-181, January.
    3. Chakraborty, Atreya & Arnott, Richard, 2001. "Takeover Defenses and Dilution: A Welfare Analysis," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 36(3), pages 311-334, September.
    4. Coughlan, Anne T. & Schmidt, Ronald M., 1985. "Executive compensation, management turnover, and firm performance : An empirical investigation," Journal of Accounting and Economics, Elsevier, vol. 7(1-3), pages 43-66, April.
    5. Paul W. MacAvoy & Ira M. Millstein, 1999. "The Active Board Of Directors And Its Effect On The Performance Of The Large Publicly Traded Corporation," Journal of Applied Corporate Finance, Morgan Stanley, vol. 11(4), pages 8-20, January.
    6. David Scharfstein, 1988. "The Disciplinary Role of Takeovers," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 55(2), pages 185-199.
    7. Martin, Kenneth J & McConnell, John J, 1991. "Corporate Performance, Corporate Takeovers, and Management Turnover," Journal of Finance, American Finance Association, vol. 46(2), pages 671-687, June.
    8. Hirshleifer, David & Titman, Sheridan, 1990. "Share Tendering Strategies and the Success of Hostile Takeover Bids," Journal of Political Economy, University of Chicago Press, vol. 98(2), pages 295-324, April.
    9. Jensen, Michael C, 1988. "Takeovers: Their Causes and Consequences," Journal of Economic Perspectives, American Economic Association, vol. 2(1), pages 21-48, Winter.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Stoilkovska, Aleksandra & Gramatnikovski, Sashko & Serafimovic, Gordana, 2019. "The Influence Of The Use Of Power In Corporate Governance On The Socially Responsible Policies Of A Competing Company," UTMS Journal of Economics, University of Tourism and Management, Skopje, Macedonia, vol. 10(1), pages 77-84.
    2. Clara Graziano & Annalisa Luporini, 2012. "Ownership concentration, monitoring, and optimal board structure," Economics Bulletin, AccessEcon, vol. 32(4), pages 3333-3346.
    3. Schwartz-Ziv, Miriam & Weisbach, Michael S., 2011. "What Do Boards Really Do? Evidence from Minutes of Board Meetings," Working Paper Series 2011-19, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
    4. Stéphane Hallegatte, 2005. "Accounting for Extreme Events in the Economic Assessment of Climate Change," Working Papers 2005.1, Fondazione Eni Enrico Mattei.
    5. Wołoszyn, Maciej & Kułakowski, Krzysztof, 2023. "Status achieved in an organization—Rank dynamics," Physica A: Statistical Mechanics and its Applications, Elsevier, vol. 610(C).
    6. Annalisa Luporini & Clara Graziano, 2010. "Optimal Delegation when the Large Shareholder has Multiple Tasks," Working Papers - Economics wp2010_05.rdf, Universita' degli Studi di Firenze, Dipartimento di Scienze per l'Economia e l'Impresa.
    7. Silvia Dominguez Martinez & Otto H. Swank & Bauke Visser, 2006. "Disciplining and Screening Top Executives," Tinbergen Institute Discussion Papers 06-054/1, Tinbergen Institute.
    8. Dirk Sliwka, 2007. "Managerial Turnover and Strategic Change," Management Science, INFORMS, vol. 53(11), pages 1675-1687, November.
    9. Naeem Tabassum & Satwinder Singh, 2020. "Corporate Governance and Organisational Performance," Springer Books, Springer, number 978-3-030-48527-6, September.
    10. Schwartz-Ziv, Miriam & Weisbach, Michael S., 2013. "What do boards really do? Evidence from minutes of board meetings☆☆Miriam Schwartz-Ziv is from Harvard University and Northeastern University, e-mail: miriam.schwartz@mail.huji.ac.il. Michael S. Weisb," Journal of Financial Economics, Elsevier, vol. 108(2), pages 349-366.

    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. Mike Burkart & Konrad Raff, 2015. "Performance Pay, CEO Dismissal, and the Dual Role of Takeovers," Review of Finance, European Finance Association, vol. 19(4), pages 1383-1414.
    2. Martynova, M. & Renneboog, L.D.R., 2006. "The Performance of the European Market for Corporate Control : Evidence from the 5th Takeover Wave," Discussion Paper 2006-118, Tilburg University, Center for Economic Research.
    3. Martynova, M., 2006. "The market for corporate control and corporate governance regulation in Europe," Other publications TiSEM 8651e281-4914-41f2-ac14-1, Tilburg University, School of Economics and Management.
    4. Nenova, Tatiana, 2006. "Takeover laws and financial development," Policy Research Working Paper Series 4029, The World Bank.
    5. Shleifer, Andrei & Vishny, Robert W, 1997. "A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    6. Burkart, Mike & Raff, Konrad, 2011. "Performance pay, CEO dismissal, and the dual role of takeovers," LSE Research Online Documents on Economics 119058, London School of Economics and Political Science, LSE Library.
    7. Goergen, Marc & Manjon, Miguel C. & Renneboog, Luc, 2008. "Recent developments in German corporate governance," International Review of Law and Economics, Elsevier, vol. 28(3), pages 175-193, September.
    8. Humphery-Jenner, M., 2011. "Internal and External Discipline Following Securities Class Actions," Discussion Paper 2011-044, Tilburg University, Center for Economic Research.
    9. Andres, Christian & Bazhutov, Dmitry & Cumming, Douglas J. & Limbach, Peter, 2021. "Does Speculative News Hurt Productivity? Evidence from Takeover Rumors," CFR Working Papers 21-02, University of Cologne, Centre for Financial Research (CFR), revised 2021.
    10. Humphery-Jenner, Mark L., 2012. "Internal and external discipline following securities class actions," Journal of Financial Intermediation, Elsevier, vol. 21(1), pages 151-179.
    11. Martynova, M. & Renneboog, L.D.R., 2005. "Takeover Waves : Triggers, Performance and Motives," Discussion Paper 2005-029, Tilburg University, Tilburg Law and Economic Center.
    12. ATM Adnan & Nisar Ahmed, 2019. "The Transformation Of The Corporate Governance Model: A Literature Review," Copernican Journal of Finance & Accounting, Uniwersytet Mikolaja Kopernika, vol. 8(3), pages 7-47.
    13. Franks, Julian & Mayer, Colin & Renneboog, Luc, 2001. "Who Disciplines Management in Poorly Performing Companies?," Journal of Financial Intermediation, Elsevier, vol. 10(3-4), pages 209-248, July.
    14. Nuria Alcalde Fradejas & Inés Pérez-Soba Aguilar, 2007. "Influencia de las ofertas públicas de adquisición sobre el empleo de las empresas adquiridas: un análisis empírico," Investigaciones Economicas, Fundación SEPI, vol. 31(1), pages 5-42, January.
    15. Martynova, Marina & Renneboog, Luc, 2008. "A century of corporate takeovers: What have we learned and where do we stand?," Journal of Banking & Finance, Elsevier, vol. 32(10), pages 2148-2177, October.
    16. Volpin, Paolo F., 2002. "Governance with poor investor protection: evidence from top executive turnover in Italy," Journal of Financial Economics, Elsevier, vol. 64(1), pages 61-90, April.
    17. Rudolf Kerschbamer, 1998. "Disciplinary Takeovers and Industry Effects," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 7(2), pages 265-306, June.
    18. Humphery-Jenner, M., 2011. "Internal and External Discipline Following Securities Class Actions," Other publications TiSEM 072318eb-d214-4c7a-ac7a-d, Tilburg University, School of Economics and Management.
    19. Matt Glendening & Inder K. Khurana & Wei Wang, 2016. "The market for corporate control and dividend policies: Cross-country evidence from M&A laws," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 47(9), pages 1106-1134, December.
    20. Claudio Loderer & Lukas Roth & Urs Waelchli & Petra Joerg, 2010. "Shareholder Value: Principles, Declarations, and Actions," Financial Management, Financial Management Association International, vol. 39(1), pages 5-32, March.

    More about this item

    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:bla:jemstr:v:12:y:2003:i:4:p:495-530. 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: Wiley Content Delivery (email available below). General contact details of provider: http://www.kellogg.northwestern.edu/research/journals/JEMS/ .

    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.