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Do Target CEOs Sell Out Their Shareholders to Keep Their Job in a Merger?

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Listed:
  • Leonce L. Bargeron
  • Frederik P. Schlingemann
  • René M. Stulz
  • Chad J. Zutter

Abstract

CEOs have a potential conflict of interest when their company is acquired: they can bargain to be retained by the acquirer and for private benefits rather than for a higher premium to be paid to the shareholders. We investigate the determinants of target CEO retention by the acquirer and whether target CEO retention affects the premium paid by the acquirer. The probability that a CEO is retained increases with a private bidder, the performance of the target, and with the fraction of target shares held by insiders. Regardless of the bidder type, we find no evidence that the premium paid is lower when the CEO is retained by the acquirer. Strikingly, the target stock price increases more at the announcement of an acquisition by a private firm when the CEO is retained than when she is not. This result holds whether the private acquirer is a private equity firm or an operating company and for management buyouts.

Suggested Citation

  • Leonce L. Bargeron & Frederik P. Schlingemann & René M. Stulz & Chad J. Zutter, 2009. "Do Target CEOs Sell Out Their Shareholders to Keep Their Job in a Merger?," NBER Working Papers 14724, National Bureau of Economic Research, Inc.
    • Handle: RePEc:nbr:nberwo:14724
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    Cited by:

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    2. 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.
    3. Di Giuli, Alberta, 2013. "The effect of stock misvaluation and investment opportunities on the method of payment in mergers," Journal of Corporate Finance, Elsevier, vol. 21(C), pages 196-215.
    4. Kick, Thomas & Nehring, Inge & Schertler, Andrea, 2017. "Do all new brooms sweep clean? Evidence for outside bank appointments," Journal of Banking & Finance, Elsevier, vol. 84(C), pages 135-151.
    5. Utz Weitzel & Gerhard Kling, 2018. "Sold Below Value? Why Takeover Offers Can Have Negative Premiums," Financial Management, Financial Management Association International, vol. 47(2), pages 421-450, June.
    6. Weitzel, Utz & Kling, Gerhard, 2012. "Sold below value? Why some targets accept very low and even negative takeover premiums," MPRA Paper 42832, University Library of Munich, Germany.
    7. Hirata Kenjiro & Suzuki Ayako & Takii Katsuya, 2023. "How general is managerial human capital?: Evidence from the Retention of Managers after M&As," IZA Journal of Labor Economics, Sciendo & Forschungsinstitut zur Zukunft der Arbeit GmbH (IZA), vol. 12(1), pages 1-40, January.
    8. Kenjiro Hirata & Ayako Suzuki & Katsuya Takii, 2016. "Does Managerial Experience in a Target Firm Matter for the Retention of Managers after M&As?," Working Papers e108, Tokyo Center for Economic Research.
    9. Dang, Man & Henry, Darren & Hoang, Viet Anh Duong, 2017. "Target CEO age, ownership decisions, and takeover outcomes," Research in International Business and Finance, Elsevier, vol. 42(C), pages 769-783.
    10. Julie Wulf & Harbir Singh, 2011. "How Do Acquirers Retain Successful Target CEOs? The Role of Governance," Management Science, INFORMS, vol. 57(12), pages 2101-2114, December.
    11. Ozkan, Neslihan, 2012. "Do CEOs gain more in foreign acquisitions than domestic acquisitions?," Journal of Banking & Finance, Elsevier, vol. 36(4), pages 1122-1138.
    12. Saad Alnahedh & Bader Alhashel, 2021. "Political ideology in M&A," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 48(9-10), pages 1711-1746, October.
    13. Fich, Eliezer M. & Cai, Jie & Tran, Anh L., 2011. "Stock option grants to target CEOs during private merger negotiations," Journal of Financial Economics, Elsevier, vol. 101(2), pages 413-430, August.

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    More about this item

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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