Performance Pay, CEO Dismissal, and the Dual Role of Takeovers
We propose that an active takeover market provides incentives by offering acquisition opportunities to successful managers. This allows firms to reduce performance-based compensation and can rationalize loss-making acquisitions. At the same time, takeovers remain a substitute for board dismissal in the replacement of poorly performing managers. The joint impact of the two mechanisms on managerial turnover is, however, multi-faceted: In firms with strong boards, turnover and performance-based pay are non-monotonic in the intensity of the takeover threat. In firms with weak boards, turnover (performance-based pay) increases (decreases) with the intensity of the takeover threat. When choosing its acquisition policy and the quality of its board, each firm ignores the adverse effect on other firms' acquisition opportunities and takeover threat. As a result, the takeover market is not sufficiently liquid and too few takeovers occur.
|Date of creation:||Feb 2012|
|Date of revision:|
|Contact details of provider:|| Postal: |
Phone: 44 - 20 - 7183 8801
Fax: 44 - 20 - 7183 8820
|Order Information:|| Email: |
References listed on IDEAS
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
- Venkiteswaran N, . "Corporate Governance for Shareholder Value," IIMA Working Papers WP2000-07-01, Indian Institute of Management Ahmedabad, Research and Publication Department.
- Ronald W. Masulis & Shawn Mobbs, 2011. "Are All Inside Directors the Same? Evidence from the External Directorship Market," Journal of Finance, American Finance Association, vol. 66(3), pages 823-872, 06.
- Jensen, Michael C, 1988. "Takeovers: Their Causes and Consequences," Journal of Economic Perspectives, American Economic Association, vol. 2(1), pages 21-48, Winter.
- Ferreira, Daniel & Ferreira, Miguel A. & Raposo, Clara C., 2008.
"Board Structure and Price Informativeness,"
CEI Working Paper Series
2008-4, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University.
- Anand M. Goel & Anjan V. Thakor, 2010. "Do Envious CEOs Cause Merger Waves?," Review of Financial Studies, Society for Financial Studies, vol. 23(2), pages 487-517, February.
- Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-29, May.
- Avery, Christopher & Chevalier, Judith A & Schaefer, Scott, 1998. "Why Do Managers Undertake Acquisitions? An Analysis of Internal and External Rewards for Acquisitiveness," Journal of Law, Economics and Organization, Oxford University Press, vol. 14(1), pages 24-43, April.
- Jean Tirole, 2006. "The Theory of Corporate Finance," Post-Print hal-00173191, HAL.
- Tirole, Jean, 1999.
CEPR Discussion Papers
2086, C.E.P.R. Discussion Papers.
- Gibbons, R. & Murphy, K.J., 1990.
"Optimal Incentive Contracts In The Presence Of Career Concerns: Theory And Evidence,"
563, Massachusetts Institute of Technology (MIT), Department of Economics.
- Gibbons, Robert & Murphy, Kevin J, 1992. "Optimal Incentive Contracts in the Presence of Career Concerns: Theory and Evidence," Journal of Political Economy, University of Chicago Press, vol. 100(3), pages 468-505, June.
- Robert Gibbons & Kevin J. Murphy, 1991. "Optimal Incentive Contracts in the Presence of Career Concerns: Theory and Evidence," NBER Working Papers 3792, National Bureau of Economic Research, Inc.
- Murphy, K.J. & Gibbons, R., 1990. "Optimal Incentive Contracts in the Presence of Career Concerns : Theory and Evidence," Papers 90-09, Rochester, Business - Managerial Economics Research Center.
- Scharfstein, David, 1988. "The Disciplinary Role of Takeovers," Review of Economic Studies, Wiley Blackwell, vol. 55(2), pages 185-99, April.
- Jesse Ellis & Sara B. Moeller & Frederik P. Schlingemann & René M. Stulz, 2011.
"Globalization, Governance, and the Returns to Cross-Border Acquisitions,"
NBER Working Papers
16676, National Bureau of Economic Research, Inc.
- Ellis, Jesse & Moeller, Sara B. & Schlingemann, Frederick P. & Stulz, Rene M., 2011. "Globalization, Governance, and the Returns to Cross-Border Acquisitions," Working Paper Series 2011-1, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
- Greg Hallman & Jay C. Hartzell & Christopher A. Parsons, 2011. "Incentive Compensation and the Likelihood of Termination: Theory and Evidence from Real Estate Organizations," Real Estate Economics, American Real Estate and Urban Economics Association, vol. 39(3), pages 507-546, 09.
- Gregor Andrade & Mark Mitchell & Erik Stafford, 2001. "New Evidence and Perspectives on Mergers," Journal of Economic Perspectives, American Economic Association, vol. 15(2), pages 103-120, Spring.
- Sudip Datta, 2001. "Executive Compensation and Corporate Acquisition Decisions," Journal of Finance, American Finance Association, vol. 56(6), pages 2299-2336, December.
- Shleifer, Andrei & Vishny, Robert W., 1989. "Management entrenchment : The case of manager-specific investments," Journal of Financial Economics, Elsevier, vol. 25(1), pages 123-139, November.
- Fama, Eugene F, 1980. "Agency Problems and the Theory of the Firm," Journal of Political Economy, University of Chicago Press, vol. 88(2), pages 288-307, April.
- Dittmar, Amy & Mahrt-Smith, Jan & Servaes, Henri, 2002. "Corporate Liquidity," CEPR Discussion Papers 3499, C.E.P.R. Discussion Papers.
- Marco Pagano & Ailsa Röell, 1998. "The Choice Of Stock Ownership Structure: Agency Costs, Monitoring, And The Decision To Go Public," The Quarterly Journal of Economics, MIT Press, vol. 113(1), pages 187-225, February.
- Francesca Cornelli & Zbigniew Kominek & Alexander Ljungqvist, 2010.
"Monitoring Managers: Does it Matter?,"
2010.30, Fondazione Eni Enrico Mattei.
- Cornelli, Francesca & Kominek, Zbigniew & Ljungqvist, Alexander P., 2009. "Monitoring Managers: Does it Matter?," CEPR Discussion Papers 7571, C.E.P.R. Discussion Papers.
- Francesca Cornelli & Zbigniew Kominek & Alexander Ljungqvist, 2010. "Monitoring managers: does it matter?," Working Papers 110, European Bank for Reconstruction and Development, Office of the Chief Economist.
- Martin, Kenneth J & McConnell, John J, 1991. " Corporate Performance, Corporate Takeovers, and Management Turnover," Journal of Finance, American Finance Association, vol. 46(2), pages 671-87, June.
- Burkart, Mike & Gromb, Denis & Panunzi, Fausto, 1997. "Large Shareholders, Monitoring, and the Value of the Firm," The Quarterly Journal of Economics, MIT Press, vol. 112(3), pages 693-728, August.
- Cotter, James F. & Shivdasani, Anil & Zenner, Marc, 1997. "Do independent directors enhance target shareholder wealth during tender offers?," Journal of Financial Economics, Elsevier, vol. 43(2), pages 195-218, February.
- Roll, Richard, 1986. "The Hubris Hypothesis of Corporate Takeovers," The Journal of Business, University of Chicago Press, vol. 59(2), pages 197-216, April.
- Shivdasani, Anil, 1993. "Board composition, ownership structure, and hostile takeovers," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 167-198, April.
- Lins, Karl V. & Servaes, Henri & Tufano, Peter, 2010. "What drives corporate liquidity? An international survey of cash holdings and lines of credit," Journal of Financial Economics, Elsevier, vol. 98(1), pages 160-176, October.
- Venkiteswaran N, . "Ethics, Values and Corporate Governance," IIMA Working Papers WP1997-08-01_01459, Indian Institute of Management Ahmedabad, Research and Publication Department.
- Andres Almazan & Javier Suarez, 2003. "Entrenchment and Severance Pay in Optimal Governance Structures," Journal of Finance, American Finance Association, vol. 58(2), pages 519-548, 04.
- Cremer, Jacques, 1995. "Arm's Length Relationships," The Quarterly Journal of Economics, MIT Press, vol. 110(2), pages 275-95, May.
When requesting a correction, please mention this item's handle: RePEc:cpr:ceprdp:8794. See general information about how to correct material in RePEc.
For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: ()The email address of this maintainer does not seem to be valid anymore. Please ask to update the entry or send us the correct address
If references are entirely missing, you can add them using this form.