The Consequences to Directors for Deploying Poison Pills

• 成果类型: Article; Early Access
• 署名作者: Johnson, William C.; Karpoff, Jonathan M.; Wittry, Michael D.
• 署名单位: University of Massachusetts System; University of Massachusetts Lowell; University of Washington; University of Washington Seattle; University System of Ohio; Ohio State University
• 刊物名称: MANAGEMENT SCIENCE
• ISSN/ISSBN: 0025-1909
• DOI: 10.1287/mnsc.2023.03558
• 发表日期: 2025
• 关键词: poison pills; Director reputation; Director turnover; Director labor market

摘要

Using director-specific, within-firm variation in poison pills, we find that pilladopting nonexecutive directors experience a decrease in shareholder votes, an increase in termination rates across all their directorships, and a decrease in the likelihood of new board appointments. These consequences are not because of poor firm performance, active bid resistance, or hedge fund activism, and accrue especially when the adopted pill is relatively costly to the firm. Firms have positive stock price reactions when pill-associated directors die unexpectedly, compared with negative returns for other directors. We conclude that pill-adopting directors experience a decrease in the value of their services.