Concentrating on Governance

• 成果类型: Article
• 署名作者: Kadyrzhanova, Dalida; Rhodes-Kropf, Matthew
• 署名单位: University System of Maryland; University of Maryland College Park; Harvard University
• 刊物名称: JOURNAL OF FINANCE
• ISSN/ISSBN: 0022-1082
• DOI: 10.1111/j.1540-6261.2011.01684.x
• 发表日期: 2011
• 页码: 1649-1685
• 关键词: product-market competition; corporate governance; horizontal mergers; TAKEOVER DEFENSES; Abnormal returns; performance; valuation; target; acquisitions; POISON

摘要

This paper develops a novel trade-off view of corporate governance. Using a model that integrates agency costs and bargaining benefits of management-friendly provisions, we identify the economic determinants of the resulting trade-offs for shareholder value. Consistent with the theory, our empirical analysis shows that provisions that allow managers to delay takeovers have significant bargaining effects and a positive relation with shareholder value in concentrated industries. By contrast, non-delay provisions have an unambiguously negative relation with value, particularly in concentrated industries. Our analysis suggests that there are governance trade-offs for shareholders and that industry concentration is an important determinant of their severity.