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Ownership structure, board composition and the market for corporate control in the UK: an empirical analysis

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  • Charlie Weir
  • David Laing

Abstract

This paper analyses the board composition and ownership structures of a sample of companies that have been acquired and those of a matching control sample that have not. We find significant governance differences between acquired firms and the control sample. Firms with the following characteristics were more likely to be acquired: they had the same person acting as CEO and chair, a higher proportion of non-executive directors, larger institutional shareholdings and higher director shareholdings. An analysis of small firms also found evidence of higher CEO shareholdings. We also find that treating all take-overs as a single group leads to a model mis-specification which does not identify the incentive effects of board and CEO shareholdings present in non-hostile acquisitions. These results are consistent with two agency-derived hypotheses, financial incentives and effective monitoring. We also find that targets exhibit lower growth potential but do not have worse accounting performance.

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  • Charlie Weir & David Laing, 2003. "Ownership structure, board composition and the market for corporate control in the UK: an empirical analysis," Applied Economics, Taylor & Francis Journals, vol. 35(16), pages 1747-1759.
    • Handle: RePEc:taf:applec:v:35:y:2003:i:16:p:1747-1759
    DOI: 10.1080/0003684032000155454
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    Cited by:

    1. Charlie Weir & Oleksandr Talavera & Alexander Muravyev, 2011. "The Return on Human Capital: the Case of UK Non-executive Directors that are also Executive Directors," University of East Anglia Applied and Financial Economics Working Paper Series 029, School of Economics, University of East Anglia, Norwich, UK..
    2. Nguyen, Thi Tuyet Mai, 2017. "An examination of independent directors in Vietnam," OSF Preprints ay6dv, Center for Open Science.
    3. Nico Lehmann, 2016. "The role of corporate governance in shaping accruals manipulation prior to acquisitions," Accounting and Business Research, Taylor & Francis Journals, vol. 46(4), pages 327-364, June.
    4. Yi Lu & Greg Shailer & Mark Wilson, 2016. "Corporate Political Donations: Influences from Directors’ Networks," Journal of Business Ethics, Springer, vol. 135(3), pages 461-481, May.
    5. David Ling & Milena Petrova, 2011. "Why Do REITs Go Private? Differences in Target Characteristics, Acquirer Motivations, and Wealth Effects in Public and Private Acquisitions," The Journal of Real Estate Finance and Economics, Springer, vol. 43(1), pages 99-129, July.
    6. Laura Girella & Paola Rossi & Stefano Zambon, 2019. "Exploring the firm and country determinants of the voluntary adoption of integrated reporting," Business Strategy and the Environment, Wiley Blackwell, vol. 28(7), pages 1323-1340, November.
    7. Lin Lin & Hsien-Chang Kuo & I-Liang Lin, 2008. "Merger and optimal number of firms: an integrated simulation approach," Applied Economics, Taylor & Francis Journals, vol. 40(18), pages 2413-2421.
    8. Alexander Muravyev & Oleksandr Talavera & Charlie Weir, 2016. "Performance effects of appointing other firms’ executive directors to corporate boards: an analysis of UK firms," Review of Quantitative Finance and Accounting, Springer, vol. 46(1), pages 25-45, January.
    9. Alexander Muravyev & Oleksandr Talavera & Charlie Weir, 2016. "Performance effects of appointing other firms’ executive directors to corporate boards: an analysis of UK firms," Review of Quantitative Finance and Accounting, Springer, vol. 46(1), pages 25-45, January.
    10. Simon Ayo ADEKUNLE & Oghenovo Owigho OKERE & Eseoghene KOKOGHO & Loretta EZE & Princess Eloho ODIO, 2024. "Board Characteristics And Corporate Performance: Evidence From The Nigerian Oil And Gas Companies," Oradea Journal of Business and Economics, University of Oradea, Faculty of Economics, vol. 9(1), pages 87-97, March.
    11. Piet Eichholtz & Nils Kok, 2008. "How Does the Market for Corporate Control Function for Property Companies?," The Journal of Real Estate Finance and Economics, Springer, vol. 36(2), pages 141-163, February.
    12. Winson Chan & David Emanuel, 2011. "Board governance and acquirers’ returns: A study of Australian acquisitions," Australian Journal of Management, Australian School of Business, vol. 36(2), pages 174-199, August.
    13. Palombini, Nathalie Vicente Nakamura & Nakamura, Wilson Toshiro, 2012. "Fatores determinantes da gestão do capital de giro no mercado brasileiro," RAE - Revista de Administração de Empresas, FGV-EAESP Escola de Administração de Empresas de São Paulo (Brazil), vol. 52(1), January.
    14. Lucrezia Songini & Anna Pistoni & Patrizia Tettamanzi & Fabrizio Fratini & Valentina Minutiello, 2022. "Integrated reporting quality and BoD characteristics: an empirical analysis," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 26(2), pages 579-620, June.

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