Board composition, board effectiveness, and the observed form of takeover bids

• 成果类型: Article
• 署名作者: Bange, MM; Mazzeo, MA
• 署名单位: Michigan State University; Michigan State University's Broad College of Business; University of Southern California
• 刊物名称: REVIEW OF FINANCIAL STUDIES
• ISSN/ISSBN: 0893-9454
• DOI: 10.1093/rfs/hhh001
• 发表日期: 2004
• 页码: 1185
• 关键词: poison pill securities; COMPETING BIDS; voting-rights; OWNERSHIP; WEALTH; exchange; DIRECTORS; mergers; firm; performance

摘要

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.