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Board Monitoring and Antitakeover Amendments

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  • McWilliams, Victoria B.
  • Sen, Nilanjan

Abstract

This study examines the joint influence of board composition, leadership structure, and board ownership structure on the market's reaction to corporate antitakeover amendment proposals. The stock price reaction to antitakeover amendments is more negative when the board is dominated by inside and affiliated outside board members. Further, for firms in which the CEO also chairs the board, the reaction becomes increasingly negative as inside and affiliated outside board members increase their ownership stake in the firm and proportional representation on the board. In contrast, board composition and ownership structure have little power to explain the stock price reaction when the CEO does not chair the board. We conclude that monitoring by outside independent board members is important particularly when the CEO is also the board chair.

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  • McWilliams, Victoria B. & Sen, Nilanjan, 1997. "Board Monitoring and Antitakeover Amendments," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 32(04), pages 491-505, December.
  • Handle: RePEc:cup:jfinqa:v:32:y:1997:i:04:p:491-505_00
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    Cited by:

    1. K. Hung Chan & Phyllis L. L. Mo & Amy Y. Zhou & Steven Cahan, 2013. "Government ownership, corporate governance and tax aggressiveness: evidence from China," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 53(4), pages 1029-1051, December.
    2. Wallace Davidson & Yixi Ning & David Rakowski & Eahab Elsaid, 2008. "The antecedents of simultaneous appointments to CEO and Chair," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 12(4), pages 381-401, November.
    3. Guo, Re-Jin & Kruse, Timothy A. & Nohel, Tom, 2008. "Undoing the powerful anti-takeover force of staggered boards," Journal of Corporate Finance, Elsevier, vol. 14(3), pages 274-288, June.
    4. Danielson, Morris G. & Karpoff, Jonathan M., 1998. "On the uses of corporate governance provisions," Journal of Corporate Finance, Elsevier, vol. 4(4), pages 347-371, December.
    5. Margalida Alemany & Rafel Crespi-Cladera, 2001. "Warum Abwehrmaßnahmen gegen Übernahmen in Spanien?," Vierteljahrshefte zur Wirtschaftsforschung / Quarterly Journal of Economic Research, DIW Berlin, German Institute for Economic Research, vol. 70(2), pages 214-224.
    6. Ivan Brick & N. Chidambaran, 2008. "Board monitoring, firm risk, and external regulation," Journal of Regulatory Economics, Springer, vol. 33(1), pages 87-116, February.
    7. Tsung-ming Yeh, 2014. "The effects of anti-takeover measures on Japanese corporations," Review of Quantitative Finance and Accounting, Springer, vol. 42(4), pages 757-780, May.
    8. Kim, In Joon & Eppler-Kim, Jiyeon & Kim, Wi Saeng & Byun, Suk Joon, 2010. "Foreign investors and corporate governance in Korea," Pacific-Basin Finance Journal, Elsevier, pages 390-402.
    9. Sharon Hannes, 2006. "A Demand-Side Theory of Antitakeover Defenses," The Journal of Legal Studies, University of Chicago Press, vol. 35(2), pages 475-524, June.
    10. John Becker-Blease & Afshad Irani, 2008. "Do corporate governance attributes affect adverse selection costs? Evidence from seasoned equity offerings," Review of Quantitative Finance and Accounting, Springer, vol. 30(3), pages 281-296, April.
    11. Hossain, Mahmud & Prevost, Andrew K. & Rao, Ramesh P., 2001. "Corporate governance in New Zealand: The effect of the 1993 Companies Act on the relation between board composition and firm performance," Pacific-Basin Finance Journal, Elsevier, pages 119-145.
    12. Dey, Aiyesha & Engel, Ellen & Liu, Xiaohui, 2011. "CEO and board chair roles: To split or not to split?," Journal of Corporate Finance, Elsevier, vol. 17(5), pages 1595-1618.

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