ISSN:0143-6570    

DOI:10.1002/mde.4090150402

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY

摘要:

AbstractThe motivation of individuals lies at the core of corporate governance. For CEOs much research has been directed at the linkage between pay and enterprise performance. The results, however, provide only weak support for the efficacy of profit‐related pay. Herein we adopt a different perspective and test for the existence of efficiency wages in a mutual sector wherein the use of traditional control mechanisms is particularly problematic. Our empirical results support the hypothesis that efficiency wages do yield superior performance. We therefore conclude that efficiency wages are a much‐needed tool of corporate governance in the mutual sector. Furthermore, as an incentive mechanism, efficiency wages do not require the observability of individual effort, thus they potentially provide an equitable incentive mechanism for all organizati

ISSN:0143-6570    

DOI:10.1002/mde.4090150403

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY

摘要:

AbstractWhile high ownership concentrations in even the largest American corporations provide prima facie evidence that large minority shareholders wield control, the economics and finance literatures have mostly overlooked the question of how they do so. Using a simple framework adapted from work by Shleifer and Vishny (1986), this paper shows how minority shareholders can use takeover threats to discipline management. It then shows how they can bolster their threats, and hence their influence, simply by threatening to increase these minority stakes. When inside information is not too problematic, a relatively small stake can endow minority shareholders with considerable ongoing control.

ISSN:0143-6570    

DOI:10.1002/mde.4090150404

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY

摘要:

AbstractThis paper examines three motivations for leveraged ESOP adoption: as a takeover defense, as a mechanism for providing incentives to employees and as a vehicle for tax savings. ESOP adoption is more likely for companies with a higher predicted probability of takeover, but ESOP adopters have many characteristics that are different from takeover targets. Companies that adopt ESOPs can be distinguished from non‐adopting companies based on characteristics associated with the tax and incentive effects of these plans. The size of the ESOP is shown to depend primarily on the tax and incentive characteristic

ISSN:0143-6570    

DOI:10.1002/mde.4090150405

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY

摘要:

AbstractOfficers of large corporations, having demonstrated expertise in managing complex organizations, would appear to be ideal additions to the boards of directors of other corporations. Shareholder wealth effects are examined for 124 announcements in which an officer of one public corporation joins the board of directors of another. The results indicate that the values of nonfinancial firms that send directors to other firms decline significantly, while those of financial senders increase significantly. Receiving firms of both types do not gain. The results suggest that for nonfinancial firms the added duties of an outside directorship distract corporate officers from managing their own firms or are signals to the market that managers are available to other firms. For financial senders, the benefits of networking appear to strongly outweigh any drawbacks. Cross‐sectional regressions suggest that prediction errors are higher for receiving firms if they have performed poorly prior to the announcement and less negative for sending firms if they have performed well prior to the announcement. Abnormal returns are negatively related to the size of the sender, adding support for the notion that busy executives are less valuable as outside director

ISSN:0143-6570    

DOI:10.1002/mde.4090150406

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY

摘要:

AbstractWe investigate the effect of board composition on overall corporate performance while controlling for managerial ownership and other key variables. We recognize that both managerial ownership and board composition may be endogenous to performance, but our work differs from previous in two important respects. First, we measure performance using the market value to book value ratio of common stock equity rather than the more commonly used Tobin'sq.Second, recognizing that overall estimates from the IV approach depend greatly on the choice of instruments, we perform sensitivity analysis by using a variety of instruments to proxy for board composition and managerial ownership. Both our OLS and IV estimates indicate a significant curvilinear relation between board composition and performance. However, we find that moderate differences in first‐stage regressions, resulting in small changes to first‐stage R2s, lead to widely differing overall results. Our results suggest that findings of studies using IV and similar techniques (e.g. two‐ and three‐stage least squares) must be interpreted cau

ISSN:0143-6570    

DOI:10.1002/mde.4090150407

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY

摘要:

AbstractThis paper provides evidence on the effects of successful tender offers on the number of target and acquiring firm employees. No significant change in combined employment is observed, on average, over the three‐year period following offer completion. However, hostile tender offers completed between 1980 and 1984 are followed by an average 17.2% decline in employment. Net divestitures of operations over the period are responsible for some of the observed employment decrease; however, an estimated ‐12.2% change remains, on average, after adjusting for divestiture activity. Information contained in firm annual reports and in the Wall Street Journal indicates that the tender offers in the sample are often followed by considerable restructuring activity with respect to both target and acquiring firm operations. The findings suggest that acquiring firm managements may acquire new operations when the need to restructure their existing operations frees up resources, e.g. cash and/or managerial time and talent. The evidence also suggests that the corporate control market must be viewed as an integral part of the process by which US firms restructure to meet changing circumstan

ISSN:0143-6570    

DOI:10.1002/mde.4090150408

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY

摘要:

AbstractPatterns of corporate governance and control differ significantly across countries because of national differences in structures of ownership and composition of boards of directors. Based on agency theory, we examine the relationship between ownership structure and the composition of the board of directors of 390 large manufacturing firms based in Japan, Western Europe and the United States. In particular, we examine how ownership concentration, bank control and state ownership affect the percentage of outside directors on the corporate boards. The results show that, consistent with predictions of agency theory, ownership structure has significant effects on board composition.

ISSN:0143-6570    

DOI:10.1002/mde.4090150409

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY

摘要:

AbstractThis paper empirically examines management's motivation to convey information regarding firm value through exchange offers. We report a positive relation between stock price reactions to announcements of exchange offers and managerial stockholdings, and a weak negative relation with salary plus bonus. These findings are consistent with the incentives required for managers to signal firm value through exchange offer‐induced leverage chang

ISSN:0143-6570    

DOI:10.1002/mde.4090150410

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY

摘要:

AbstractIn this paper I re‐examine Grossman&Hart's (1980a) earlier work on corporate takeovers and address three main shortcomings of their theory. First, their theory implies that in the ‘Nash equilibrium’ either all shareholders will decide to tender their shares or all will refuse the raider's tender offer. Hence, they look only at the pure strategy equilibria. Second, there does not exist any free‐rider problem in the extreme cases of pure strategy equilbria because everyone sells his or her share and the raider does not have to deal with any minority shareholder in the equilibrium. On the other hand, if the raid fails and no one sells, then there is no question of dilution either. I show some mixed‐strategy equilibria using assumptions of Grossman and Hart. Third, Grossman and Hart claim that their theory rules out the possibilities of takeovers by the inefficient raider in which the shareholders who tender their shares are worse off than they would have been otherwise with the incumbent management. It appears from the model that their argument is based on rather arbitrary as

ISSN:0143-6570    

DOI:10.1002/mde.4090150411

出版商:John Wiley&Sons, Ltd.    

年代:1994

数据来源: WILEY