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Board Composition, Board Effectiveness, and the Observed Form of Takeover Bids

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  • Mary M. Bange

Abstract

We show that bidding firms consider target board characteristics when deciding takeover offer types and initial offer premiums. We study a sample of 436 proposed negotiated mergers and bypass offers. Firms with individuals holding the titles of both chief executive officer (CEO) and board chair are more likely to receive bypass offers. These offers are more likely to be successful and generate higher target shareholder gains over the takeover offer period. When the target's board is independent, the target is less likely to receive a high premium and the offer is less likely to succeed. Copyright 2004, Oxford University Press.

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  • Mary M. Bange, 2004. "Board Composition, Board Effectiveness, and the Observed Form of Takeover Bids," Review of Financial Studies, Society for Financial Studies, vol. 17(4), pages 1185-1215.
  • Handle: RePEc:oup:rfinst:v:17:y:2004:i:4:p:1185-1215
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    File URL: http://hdl.handle.net/10.1093/rfs/hhh001
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    Cited by:

    1. repec:eee:riibaf:v:42:y:2017:i:c:p:769-783 is not listed on IDEAS
    2. 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.
    3. repec:eee:quaeco:v:67:y:2018:i:c:p:63-78 is not listed on IDEAS
    4. Bauguess, Scott W. & Moeller, Sara B. & Schlingemann, Frederik P. & Zutter, Chad J., 2009. "Ownership structure and target returns," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 48-65, February.
    5. Dang, Man & Henry, Darren, 2016. "Partial-control versus full-control acquisitions: Does target corporate governance matter? Evidence from eight East and Southeast Asian countries," Pacific-Basin Finance Journal, Elsevier, vol. 40(PB), pages 251-265.
    6. Maurice Levi & Kai Li & Feng Zhang, 2010. "Deal or No Deal: Hormones and the Mergers and Acquisitions Game," Management Science, INFORMS, vol. 56(9), pages 1462-1483, September.
    7. Demirtaş, Gül, 2017. "Board involvement in the M&A negotiation process," International Review of Financial Analysis, Elsevier, vol. 50(C), pages 27-43.
    8. Levi, Maurice & Li, Kai & Zhang, Feng, 2014. "Director gender and mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 28(C), pages 185-200.
    9. Li, Yong & Aguilera, Ruth V., 2008. "Target Director Turnover in Acquisitions: A Conceptual Framework," Working Papers 08-0106, University of Illinois at Urbana-Champaign, College of Business.
    10. Madura, Jeff & Ngo, Thanh & Viale, Ariel M., 2011. "Convergent synergies in the global market for corporate control," Journal of Banking & Finance, Elsevier, vol. 35(9), pages 2468-2478, September.
    11. Chen, Sheng-Syan & Chou, Robin K. & Lee, Yun-Chi, 2011. "Bidders' strategic timing of acquisition announcements and the effects of payment method on target returns and competing bids," Journal of Banking & Finance, Elsevier, vol. 35(9), pages 2231-2244, September.
    12. Aguir, Iness & Burns, Natasha & Mansi, Sattar A. & Wald, John K., 2014. "Liability protection, director compensation, and incentives," Journal of Financial Intermediation, Elsevier, vol. 23(4), pages 570-589.
    13. repec:eee:mulfin:v:44:y:2018:i:c:p:14-35 is not listed on IDEAS
    14. Khatami, Seyed Hossein & Marchica, Maria-Teresa & Mura, Roberto, 2015. "Corporate acquisitions and financial constraints," International Review of Financial Analysis, Elsevier, vol. 40(C), pages 107-121.
    15. Mufaddal Baxamusa & Dobrina Georgieva, 2015. "Two-step acquisitions and liquidity spread," Journal of Economics and Finance, Springer;Academy of Economics and Finance, vol. 39(2), pages 262-287, April.
    16. repec:dau:papers:123456789/2941 is not listed on IDEAS
    17. Bates, Thomas W. & Becher, David A. & Lemmon, Michael L., 2008. "Board classification and managerial entrenchment: Evidence from the market for corporate control," Journal of Financial Economics, Elsevier, vol. 87(3), pages 656-677, March.
    18. Offenberg, David & Officer, Micah S., 2014. "The totality of change-in-control payments," Journal of Corporate Finance, Elsevier, vol. 29(C), pages 75-87.
    19. repec:eee:jfinec:v:126:y:2017:i:3:p:614-634 is not listed on IDEAS
    20. Carline, Nicholas F. & Linn, Scott C. & Yadav, Pradeep K., 2014. "Corporate governance and the nature of takeover resistance," CFR Working Papers 14-01, University of Cologne, Centre for Financial Research (CFR).

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