The governance and control of voluntary corporate spin-offs

• 成果类型: Article
• 署名作者: Seward, JK; Walsh, JP
• 署名单位: University of Michigan System; University of Michigan
• 刊物名称: STRATEGIC MANAGEMENT JOURNAL
• ISSN/ISSBN: 0143-2095
• DOI: 10.1002/(SICI)1097-0266(199601)17:1<25::AID-SMJ797>3.0.CO;2-G
• 发表日期: 1996
• 页码: 25-39
• 关键词: CORPORATE GOVERNANCE; corporate structuring; ceo compensation; spin-offs

摘要

We investigate the role that a voluntary corporate restructuring can play in the design of efficient internal corporate control mechanisms. To this end, we examine the post-restructuring internal control practices in 78 voluntary corporate spin-offs that were completed between 1972 and 1987. We find that the selection of the new CEOs, the design of their compensation contracts, and the staffing of the boards of directors and their compensation committees in the spun-off firms can be seen as ex ante efficient. These governance and control practices, however, are not strongly related to the observed positive market reactions to the spin-off announcements. The results indicate that equity reorganizations facilitate the implementation of efficient internal governance and control practices, but that other factors must influence the share price reactions to the announcement of such voluntary corporate restructurings.