NATIONAL CORPORATE GOVERNANCE INSTITUTIONS AND POST-ACQUISITION TARGET REORGANIZATION

• 成果类型: Review
• 署名作者: Capron, Laurence; Guillen, Mauro F.
• 署名单位: INSEAD Business School; University of Pennsylvania
• 刊物名称: STRATEGIC MANAGEMENT JOURNAL
• ISSN/ISSBN: 0143-2095
• DOI: 10.1002/smj.768
• 发表日期: 2009
• 页码: 803-833
• 关键词: Mergers and acquisitions; post-merger restructuring; national governance systems; governance institutions; INSTITUTIONAL ENVIRONMENT; Stakeholder theory

摘要

We examine the characteristics of national systems of corporate governance to theorize about the nature of the shareholders' and employees' interests when it comes to reorganization, under the assumption that the firm is coalitional in nature. We argue that corporate governance institutions prevalent in both the host and the target country of the merging firms enable or constrain the ability of the acquirer to reorganize the target. Using a cross-national dataset of corporate acquisitions and post-acquisition reorganization, we found support,for our predictions that stronger legal protection of shareholder rights in the acquirer country compared to the target country increases the acquirer's ability to restructure the target's assets and leverage the target's resources, while the protection of employee rights in the target country restricts the acquirer's ability to restructure the target's assets and redeploy resources to and from the target. Copyright (C) 2008 John Wiley & Sons, Ltd.