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Corporate Control Through Board Dismissals and Takeovers

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  • David Hirshleifer
  • Anjan V. Thakor

Abstract

This paper examines some policy issues related to the interaction between internal and external corporate control mechanisms—board dismissals and takeovers—by focusing on the information aggregation and other effects related to this interaction. We model the functioning of corporate control mechanisms as an example of a multilayered principal‐agent relationship in which shareholders delegate the task of monitoring management quality to the board and rely on the external takeover market to provide additional disciplining of the manager as well as of the board. This gives rise to two effects: (1) a substitution effect, whereby the takeover market partially substitutes for board dismissal of the manager, leading to greater lenience toward the manager by a board acting in the shareholders' best interest, and (2) a kick‐in‐the‐pants effect, whereby the board is stricter with the manager because it may be dismissed by a successful acquirer who views it as lax. The interaction of these two effects leads to various implications about the behavior of boards and potential acquirers. In particular, a well‐functioning internal control mechanism (the board) does not obviate the need for external control (takeovers). Moreover, somewhat counterintuitively, there may be a greater incidence of takeovers when the internal control mechanism is working well than when it is not.

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  • 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.
    • Handle: RePEc:bla:jemstr:v:7:y:1998:i:4:p:489-520
    DOI: 10.1111/j.1430-9134.1998.00489.x
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    Cited by:

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    3. Dirk Jenter & Fadi Kanaan, 2015. "CEO Turnover and Relative Performance Evaluation," Journal of Finance, American Finance Association, vol. 70(5), pages 2155-2184, October.
    4. Stéphane Hallegatte, 2005. "Accounting for Extreme Events in the Economic Assessment of Climate Change," Working Papers 2005.1, Fondazione Eni Enrico Mattei.
    5. 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.
    6. 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.
    7. Bushman, Robert & Dai, Zhonglan & Wang, Xue, 2010. "Risk and CEO turnover," Journal of Financial Economics, Elsevier, vol. 96(3), pages 381-398, June.
    8. Balachandran, Balasingham & Duong, Huu Nhan & Luong, Hoang & Nguyen, Lily, 2020. "Does takeover activity affect stock price crash risk? Evidence from international M&A laws," Journal of Corporate Finance, Elsevier, vol. 64(C).
    9. Lisa Barrow & Cecilia Elena Rouse, 2000. "Using Market Valuation to Assess the Importance and Efficiency of Public School Spending," Econometric Society World Congress 2000 Contributed Papers 1446, Econometric Society.
    10. James N Cannon & Bingbing Hu & Jay Junghun Lee & Daoguang Yang, 2020. "The effect of international takeover laws on corporate resource adjustments: Market discipline and/or managerial myopia?," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 51(9), pages 1443-1477, December.
    11. Sinha, Rajeeva, 2006. "Regulation: The market for corporate control and corporate governance," Global Finance Journal, Elsevier, vol. 16(3), pages 264-282, March.
    12. 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.
    13. Clara Graziano & Annalisa Luporini, 2010. "Optimal Delegation when the Large Shareholder has Multiple Tasks," CESifo Working Paper Series 3028, CESifo.
    14. Avanidhar Subrahmanyam, 2008. "Social Networks and Corporate Governance," European Financial Management, European Financial Management Association, vol. 14(4), pages 633-662, September.
    15. Dirk Sliwka, 2007. "Managerial Turnover and Strategic Change," Management Science, INFORMS, vol. 53(11), pages 1675-1687, November.
    16. Robert R. Bliss & Mark J. Flannery, 2000. "Market discipline in the governance of U.S. Bank Holding Companies: monitoring vs. influencing," Working Paper Series WP-00-3, Federal Reserve Bank of Chicago.
    17. Eduard Alonso‐Paulí, 2022. "Incentives versus monitoring within the firm: Understanding Codes of Corporate Governance," Managerial and Decision Economics, John Wiley & Sons, Ltd., vol. 43(3), pages 813-828, April.
    18. Inder K. Khurana & Wei Wang, 2019. "International Mergers and Acquisitions Laws, the Market for Corporate Control, and Accounting Conservatism," Journal of Accounting Research, Wiley Blackwell, vol. 57(1), pages 241-290, March.
    19. Robert R. Bliss & Mark J. Flannery, 2001. "Market Discipline in the Governance of US Bank Holding Companies: Monitoring versus Influencing," NBER Chapters, in: Prudential Supervision: What Works and What Doesn't, pages 107-146, National Bureau of Economic Research, Inc.
    20. Ahrum Choi & Jeong-Bon Kim & Jay Junghun Lee & Jong Chool Park, 2024. "Market for corporate control and demand for auditing: evidence from international M&A laws," Review of Accounting Studies, Springer, vol. 29(3), pages 2753-2797, September.
    21. Cao, Xiaping & Leng, Tiecheng & Goh, Jeremy & Malatesta, Paul, 2020. "The innovation effect of dual-class shares: New evidence from US firms," Economic Modelling, Elsevier, vol. 91(C), pages 347-357.

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