The costs of entrenched boards

• 成果类型: Article
• 署名作者: Bebchuk, LA; Cohen, A
• 署名单位: Harvard University; National Bureau of Economic Research
• 刊物名称: JOURNAL OF FINANCIAL ECONOMICS
• ISSN/ISSBN: 0304-405X
• DOI: 10.1016/j.jfineco.2004.12.006
• 发表日期: 2005
• 页码: 409-433
• 关键词: CORPORATE GOVERNANCE; Tobin's Q; Firm value; AGENCY COSTS; boards; DIRECTORS; takeovers; tender offers; Mergers and Acquisitions; proxy fights; defensive tactics; ANTITAKEOVER PROVISIONS; STAGGERED BOARDS; Poison pills

摘要

This paper investigates empirically how the value of publicly traded firms is affected by arrangements that protect management from removal. Staggered boards, which a majority of U.S. public companies have, substantially insulate boards from removal in either a hostile takeover or it proxy contest. We find that staggered boards are associated with ail economically meaningfull reduction in firm value (as measured by Tobin's Q). We also provide suggestive evidence that staggered boards bring about, and not merely reflect, a reduced firm value. Finally, we show that the correlation With reduced firm value is stronger for staggered boards that are established in the corporate charter (which shareholders cannot amend) than for staggered boards established in the company's bylaws (which shareholders can amend). (c) 2005 Elsevier B.V. All rights reserved.