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Benefits of Control, Managerial Ownership, and the Stock Returns of Acquiring Firms

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  • R. Glenn Hubbard
  • Darius Palia

Abstract

This paper examines the effect of the benefits of corporate control to managers on the relationship between managerial ownership and the stock returns of acquiring firms in corporate control transactions. At low levels of managerial ownership, agency costs of equity (such as perquisite consumption) reduce the returns earned by acquirers. As the managerial stake in the acquiring firm increases, the interests of managers are more closely aligned with those of shareholders, reducing the acquisition premium. At sufficiently high levels of managerial ownership, managers value a reduction in the risk of their nondiversified financial portfolio. However, managers enjoy nonassignable private benefits of control at high levels of ownership which they are not willing to lose by selling their stake in the financial markets. These benefits of control are increasing in the managerial ownership stake and can lead to managers 'overpaying' even when they own a substantial fraction of the firm. Examining mergers that occurred during 1985 to 1991, we find evidence of such a nonmonotonic relationship between the stock returns earned by acquirers and their managerial ownership level. Further, we find that acquiring firms with high levels of managerial ownership tend to diversify more than acquiring firms with low levels of managerial ownership.

Suggested Citation

  • R. Glenn Hubbard & Darius Palia, 1995. "Benefits of Control, Managerial Ownership, and the Stock Returns of Acquiring Firms," NBER Working Papers 5079, National Bureau of Economic Research, Inc.
  • Handle: RePEc:nbr:nberwo:5079 Note: CF
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    1. Bonuses influence where bankers go but it's not all about pay
      by Sumon Bhaumik, Chair in Finance at University of Sheffield in The Conversation on 2014-12-01 11:51:32

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    2. Elitzur, Ramy & Halpern, Paul & Kieschnick, Robert & Rotenberg, Wendy, 1998. "Managerial incentives and the structure of management buyouts," Journal of Economic Behavior & Organization, Elsevier, vol. 36(3), pages 347-367, August.
    3. Di Giannatale, Paolo & Passarelli, Francesco, 2014. "Integration Contracts and Asset Complementarity: Theory and Evidence from US Data," MPRA Paper 57575, University Library of Munich, Germany.
    4. Gao, Ning, 2011. "The adverse selection effect of corporate cash reserve: Evidence from acquisitions solely financed by stock," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 789-808, September.
    5. Offenberg, David, 2010. "Agency Costs And The Size Discount: Evidence From Acquisitions," Journal of Economics, Finance and Administrative Science, Universidad ESAN, vol. 15(29), pages 73-93.
    6. Cornett, Marcia Millon & Hovakimian, Gayane & Palia, Darius & Tehranian, Hassan, 2003. "The impact of the manager-shareholder conflict on acquiring bank returns," Journal of Banking & Finance, Elsevier, vol. 27(1), pages 103-131, January.
    7. Alexander Radygin & Revold Entov & Marina Turuntseva & Alena Gontmakher & Harry Swain & Jeff Carruthers & Karen Minden & Cheryl Urban, 2002. "The problems of corporate governance in Russia and its regions," Published Papers 12, Gaidar Institute for Economic Policy, revised 2002.
    8. Omar Al Farooque & Tony van Zijl & Keitha Dunstan & AKM Waresul Karim, 2007. "Corporate Governance in Bangladesh: Link between Ownership and Financial Performance," Corporate Governance: An International Review, Wiley Blackwell, vol. 15(6), pages 1453-1468, November.
    9. 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.
    10. Song, Moon H. & Walkling, Ralph A., 2004. "Anticipation, Acquisitions and the Bidder Return Puzzle," Working Paper Series 2004-15, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
    11. Renneboog, L.D.R. & Simons, T., 2005. "Public-to-Private Transactions : LBOs, MBOs, MBIs and IBOs," Discussion Paper 2005-98, Tilburg University, Center for Economic Research.
    12. Renneboog, Luc & Simons, Tomas & Wright, Mike, 2007. "Why do public firms go private in the UK? The impact of private equity investors, incentive realignment and undervaluation," Journal of Corporate Finance, Elsevier, vol. 13(4), pages 591-628, September.
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    14. Basu, Nilanjan & Dimitrova, Lora & Paeglis, Imants, 2009. "Family control and dilution in mergers," Journal of Banking & Finance, Elsevier, vol. 33(5), pages 829-841, May.
    15. Andy Cosh & Paul Guest & Alan Hughes, 2007. "UK Corporate Governance and Takeover Performance," Working Papers wp357, Centre for Business Research, University of Cambridge.
    16. repec:dau:papers:123456789/5922 is not listed on IDEAS
    17. Benson, Bradley W. & Davidson III, Wallace N., 2009. "Reexamining the managerial ownership effect on firm value," Journal of Corporate Finance, Elsevier, vol. 15(5), pages 573-586, December.
    18. Renneboog, L.D.R. & Simons, T. & Wright, M., 2005. "Leveraged Public to Private Transactions in the UK," Discussion Paper 2005-60, Tilburg University, Center for Economic Research.
    19. Shim, Jungwook & Okamuro, Hiroyuki, 2011. "Does ownership matter in mergers? A comparative study of the causes and consequences of mergers by family and non-family firms," Journal of Banking & Finance, Elsevier, vol. 35(1), pages 193-203, January.
    20. Offenberg, David, 2009. "Firm size and the effectiveness of the market for corporate control," Journal of Corporate Finance, Elsevier, vol. 15(1), pages 66-79, February.
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    JEL classification:

    • G3 - Financial Economics - - Corporate Finance and Governance

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