IDEAS home Printed from https://ideas.repec.org/a/bla/acctfi/v63y2023i1p769-793.html
   My bibliography  Save this article

Non‐executive directorship importance and takeover hostility: Australian evidence

Author

Listed:
  • Chistopher Day
  • Martin Bugeja
  • Helen Spiropoulos
  • Zoltan Matolcsy

Abstract

This study investigates the importance of the target firm directorship to target firm non‐executive directors during takeovers. Using Australian data and a size‐based measure of directorship importance, we find a positive association between takeover hostility and directorship importance after controlling for takeover premiums and target firm size. Further analysis reveals that directorship importance leads to a greater likelihood of offer price revisions following initial rejection of a takeover bid, but not the likelihood of bid success. Our findings are consistent with target firm non‐executive directors exhibiting self‐serving behaviour at directorships which they consider more important to their reputation.

Suggested Citation

  • Chistopher Day & Martin Bugeja & Helen Spiropoulos & Zoltan Matolcsy, 2023. "Non‐executive directorship importance and takeover hostility: Australian evidence," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 63(1), pages 769-793, March.
    • Handle: RePEc:bla:acctfi:v:63:y:2023:i:1:p:769-793
    DOI: 10.1111/acfi.12952
    as

    Download full text from publisher

    File URL: https://doi.org/10.1111/acfi.12952
    Download Restriction: no
    File URL: https://libkey.io/10.1111/acfi.12952?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    References listed on IDEAS

    as
    1. Heitzman, Shane, 2011. "Equity grants to target CEOs during deal negotiations," Journal of Financial Economics, Elsevier, vol. 102(2), pages 251-271.
    2. Fama, Eugene F & Jensen, Michael C, 1983. "Separation of Ownership and Control," Journal of Law and Economics, University of Chicago Press, vol. 26(2), pages 301-325, June.
    3. Lin, Chen & Officer, Micah S. & Zou, Hong, 2011. "Directors' and officers' liability insurance and acquisition outcomes," Journal of Financial Economics, Elsevier, vol. 102(3), pages 507-525.
    4. Henry G. Manne, 1965. "Mergers and the Market for Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 73(2), pages 110-110.
    5. Stulz, Rene M & Walkling, Ralph A & Song, Moon H, 1990. "The Distribution of Target Ownership and the Division of Gains in Successful Takeovers," Journal of Finance, American Finance Association, vol. 45(3), pages 817-833, July.
    6. Eunice S. Khoo & Youngdeok Lim & Gary S. Monroe, 2020. "Audit Committee Members’ Reputation Incentives and Their Effectiveness in Monitoring the Financial Reporting Process," Abacus, Accounting Foundation, University of Sydney, vol. 56(3), pages 348-406, September.
    7. Shivdasani, Anil, 1993. "Board composition, ownership structure, and hostile takeovers," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 167-198, April.
    8. David B. Bryan & Terry W. Mason, 2020. "Independent director reputation incentives, accruals quality and audit fees," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 47(7-8), pages 982-1011, July.
    9. Henry, Darren, 2004. "Corporate governance and ownership structure of target companies and the outcome of takeovers," Pacific-Basin Finance Journal, Elsevier, vol. 12(4), pages 419-444, September.
    10. Henry G. Manne, 1965. "Mergers and the Market for Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 73(4), pages 351-351.
    11. Fahlenbrach, Rüdiger & Low, Angie & Stulz, René M., 2010. "Why do firms appoint CEOs as outside directors?," Journal of Financial Economics, Elsevier, vol. 97(1), pages 12-32, July.
    12. Ryan, Harley Jr. & Wiggins, Roy III, 2004. "Who is in whose pocket? Director compensation, board independence, and barriers to effective monitoring," Journal of Financial Economics, Elsevier, vol. 73(3), pages 497-524, September.
    13. Suraj Srinivasan, 2005. "Consequences of Financial Reporting Failure for Outside Directors: Evidence from Accounting Restatements and Audit Committee Members," Journal of Accounting Research, Wiley Blackwell, vol. 43(2), pages 291-334, May.
    14. Anzhela Knyazeva & Diana Knyazeva & Ronald W. Masulis, 2013. "The Supply of Corporate Directors and Board Independence," The Review of Financial Studies, Society for Financial Studies, vol. 26(6), pages 1561-1605.
    15. Kaplan, Steven N. & Reishus, David, 1990. "Outside directorships and corporate performance," Journal of Financial Economics, Elsevier, vol. 27(2), pages 389-410, October.
    16. Breusch, T S & Pagan, A R, 1979. "A Simple Test for Heteroscedasticity and Random Coefficient Variation," Econometrica, Econometric Society, vol. 47(5), pages 1287-1294, September.
    17. Fich, Eliezer M. & Shivdasani, Anil, 2007. "Financial fraud, director reputation, and shareholder wealth," Journal of Financial Economics, Elsevier, vol. 86(2), pages 306-336, November.
    18. Huang, Henry He & Lobo, Gerald J. & Wang, Chong & Zhou, Jian, 2018. "Do Banks Price Independent Directors’ Attention?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 53(4), pages 1755-1780, August.
    19. Fu, Fangjian & Lin, Leming & Officer, Micah S., 2013. "Acquisitions driven by stock overvaluation: Are they good deals?," Journal of Financial Economics, Elsevier, vol. 109(1), pages 24-39.
    20. Ertimur, Yonca & Ferri, Fabrizio & Maber, David A., 2012. "Reputation penalties for poor monitoring of executive pay: Evidence from option backdating," Journal of Financial Economics, Elsevier, vol. 104(1), pages 118-144.
    21. Ralph A. Walkling & Michael S. Long, 1984. "Agency Theory, Managerial Welfare, and Takeover Bid Resistance," RAND Journal of Economics, The RAND Corporation, vol. 15(1), pages 54-68, Spring.
    22. Noel O’Sullivan & Pauline Wong, 1998. "The impact of board composition and ownership on the nature and outcome of UK takeovers," Corporate Governance: An International Review, Wiley Blackwell, vol. 6(2), pages 92-100, April.
    23. Adams, Renée B. & Ferreira, Daniel, 2008. "Do directors perform for pay?," Journal of Accounting and Economics, Elsevier, vol. 46(1), pages 154-171, September.
    24. Harford, Jarrad & Schonlau, Robert J., 2013. "Does the director labor market offer ex post settling-up for CEOs? The case of acquisitions," Journal of Financial Economics, Elsevier, vol. 110(1), pages 18-36.
    25. Martin Bugeja & Raymond Da Silva Rosa & Andrew Lee, 2009. "The Impact of Director Reputation and Performance on the Turnover and Board Seats of Target Firm Directors," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(1‐2), pages 185-209, January.
    26. Harford, Jarrad & Humphery-Jenner, Mark & Powell, Ronan, 2012. "The sources of value destruction in acquisitions by entrenched managers," Journal of Financial Economics, Elsevier, vol. 106(2), pages 247-261.
    27. Harford, Jarrad, 2003. "Takeover bids and target directors' incentives: the impact of a bid on directors' wealth and board seats," Journal of Financial Economics, Elsevier, vol. 69(1), pages 51-83, July.
    28. Masulis, Ronald W. & Mobbs, Shawn, 2014. "Independent director incentives: Where do talented directors spend their limited time and energy?," Journal of Financial Economics, Elsevier, vol. 111(2), pages 406-429.
    29. , 2009. "The Impact of Director Reputation and Performance on the Turnover and Board Seats of Target Firm Directors," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(1-2), pages 185-209.
    30. Darren Henry, 2005. "Directors’ Recommendations in Takeovers: An Agency and Governance Analysis," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 32(1‐2), pages 129-159, January.
    31. Simonyan, Karen, 2014. "What determines takeover premia: An empirical analysis," Journal of Economics and Business, Elsevier, vol. 75(C), pages 93-125.
    32. Wang, Hongxia & Sakr, Sameh & Ning, Yixi & Davidson III, Wallace N., 2010. "Board composition after mergers, does it matter to target shareholders?," Journal of Empirical Finance, Elsevier, vol. 17(5), pages 837-851, December.
    33. Alexandridis, George & Fuller, Kathleen P. & Terhaar, Lars & Travlos, Nickolaos G., 2013. "Deal size, acquisition premia and shareholder gains," Journal of Corporate Finance, Elsevier, vol. 20(C), pages 1-13.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Martin Bugeja & Yaowen Shan & Yanglan Zu, 2024. "The disciplinary role of unsuccessful takeovers and changes in corporate governance," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 64(1), pages 941-973, March.
    2. Eunice S. Khoo & Youngdeok Lim & Louise Y. Lu & Gary S. Monroe, 2022. "Corporate social responsibility performance and the reputational incentives of independent directors," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 49(5-6), pages 841-881, May.
    3. Eunice S. Khoo & Youngdeok Lim & Gary S. Monroe, 2020. "Audit Committee Members’ Reputation Incentives and Their Effectiveness in Monitoring the Financial Reporting Process," Abacus, Accounting Foundation, University of Sydney, vol. 56(3), pages 348-406, September.
    4. Martin Bugeja & Zoltan Matolcsy & Wassila Mehdi & Helen Spiropoulos, 2017. "Is non-executive directors’ pay or industry expertise related to takeover premiums, abnormal returns and offer price revisions?," Australian Journal of Management, Australian School of Business, vol. 42(3), pages 355-375, August.
    5. Masulis, Ronald W. & Mobbs, Shawn, 2014. "Independent director incentives: Where do talented directors spend their limited time and energy?," Journal of Financial Economics, Elsevier, vol. 111(2), pages 406-429.
    6. Carline, Nicholas F. & Linn, Scott C. & Yadav, Pradeep K., 2014. "Corporate governance and the nature of takeover resistance," CFR Working Papers 14-01, University of Cologne, Centre for Financial Research (CFR).
    7. Liu, Julia Junxia & Liu, Yu, 2023. "Multiple directorships and firm performance: Evidence from independent director effort allocation in Hong Kong," Pacific-Basin Finance Journal, Elsevier, vol. 79(C).
    8. Sander De Groote & Liesbeth Bruynseels & Ann Gaeremynck, 2023. "Are All Directors Treated Equally? Evidence from Director Turnover Following Opportunistic Insider Selling," Journal of Business Ethics, Springer, vol. 185(1), pages 185-207, June.
    9. Etienne Redor, 2016. "Board attributes and shareholder wealth in mergers and acquisitions: a survey of the literature," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(4), pages 789-821, December.
    10. Bedford, Anna & Bugeja, Martin & Czernkowski, Robert & Bond, David, 2023. "Is the effect of shared auditors driven by shared audit partners? The case of M&As," The British Accounting Review, Elsevier, vol. 55(2).
    11. Sila, Vathunyoo & Gonzalez, Angelica & Hagendorff, Jens, 2017. "Independent director reputation incentives and stock price informativeness," Journal of Corporate Finance, Elsevier, vol. 47(C), pages 219-235.
    12. Cai, Xiangshang & Gao, Ning & Garrett, Ian & Xu, Yan, 2020. "Are CEOs judged on their companies' social reputation?," Journal of Corporate Finance, Elsevier, vol. 64(C).
    13. Chakravarty, Sugato & Rutherford, Leann G., 2017. "Do busy directors influence the cost of debt? An examination through the lens of takeover vulnerability," Journal of Corporate Finance, Elsevier, vol. 43(C), pages 429-443.
    14. HaiYan Yang & Daifei (Troy) Yao & Xin Qu, 2022. "How does independent directors’ reputation influence pay‐for‐performance? Evidence from China," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 62(1), pages 959-1007, March.
    15. Chang, Wen-Ching & Chen, Jui-Pin, 2020. "Auditor sanction and reputation damage: Evidence from changes in non-client-company directorships," The British Accounting Review, Elsevier, vol. 52(3).
    16. Lindsay Baran & Silu Cheng, 2024. "Director awards and board effectiveness," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 64(1), pages 41-73, March.
    17. Upadhyay, Arun, 2023. "Rising board gender diversity and incentives of female directors," Journal of Corporate Finance, Elsevier, vol. 80(C).
    18. Lai Van Vo & Huong Thi Thu Le & Youngbin Kim, 2023. "Board interlocks, career prospects and corporate social responsibility," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 63(4), pages 4565-4595, December.
    19. Ines Maraghni & Mehdi Nekhili, 2017. "Audit committee characteristics and audit fees: Evidence from France [Caractéristiques du comité d’audit et honoraires d’audit : cas des entreprises françaises]," Post-Print hal-01907594, HAL.
    20. Renee B. Adams & Benjamin E. Hermalin & Michael S. Weisbach, 2010. "The Role of Boards of Directors in Corporate Governance: A Conceptual Framework and Survey," Journal of Economic Literature, American Economic Association, vol. 48(1), pages 58-107, March.

    More about this item

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:bla:acctfi:v:63:y:2023:i:1:p:769-793. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Wiley Content Delivery (email available below). General contact details of provider: https://edirc.repec.org/data/aaanzea.html .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.