We conduct an out-of-sample test of the relation between acquisition return and governance indices for the extended period of 1996-2006. The negative relation between governance indices and acquisition performance disappeared in the post-SOX period. Further analysis shows that antitakeover provisions hurt firm value only when acquirers hold excess cash and external governance is weak. The presence of the interactive effect suggests that the wealth effect of takeover defenses is neutral. In addition, we find that strong external governance promotes firms to abolish some governance provisions and classified boards in particular. This partial elimination of governance provisions reflects a tradeoff between benefits and costs of governance provisions.
목차
ABSTRACT 1. Introduction 2. Related Literature and Hypotheses 2.1. Governance indices and acquisition performance 2.2. Excess cash holdings, governance indices, and acquisition performance 2.3. The interactive effect of external governance mechanisms 3. Description of data 3.1. Sample selection 3.2. Descriptive statistics and announcement period abnormal returns 4. Empirical Results 4.1. Corporate governance and acquirer returns in the pre- and post-SOX periods 4.2. The interactive effect of governance indices and the strength of external governance 4.3. Robustness Check 5. The endogeneity of governance indices 5.1. Three-stage least squares estimation 5.2. The strength of external governance and the changes in governance provisions 6. Conclusion REFERENCES Appendix Table
키워드
Cash holdingsCorporate governanceAnti-takeover provisionsMergers and acquisitions
저자
Seoungpil Ahn [ Sogang Business School, Sogang University ]
corresponding author
Jaiho Chung [ Korea Business School, Korea University ]