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Board Share‐Ownership and Takeover Performance

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  • Andy Cosh
  • Paul M. Guest
  • Alan Hughes

Abstract

We investigate the relation between takeover performance and board share‐ownership in the acquiring company for a sample of 363 UK takeovers completed in the period 1985–96. In investigating this relationship we pay particular attention to the composition of board shareholdings as well as their size. Thus, in addition to the analysis of total board holdings, we analyse the separate impact of CEO shareholdings and of the pattern of non‐executive and executive holdings within the board. In addition to our detailed examination of board holdings we assess the impact of non‐board holdings. Our analysis controls for a number of non‐shareholding constraints on discretionary director behaviour and for a variety of other influences on takeover outcomes including: the means of payment; acquirer size and market to book value; the relative size of the acquirer and the target; the nature of the bid in terms of hostility and industrial direction; and the pre‐takeover performance of the acquiring company. We assess performance in terms of announcement returns, long run share returns and a portfolio of accounting measures. We find evidence that overall board ownership has a strong positive impact on long run share returns and a weak positive impact on operating performance. However, much stronger effects are found when the overall board measure is split into CEO, executive, and non‐executive directors. We find strong evidence of a positive relation between takeover performance and CEO ownership, which holds for both long run returns and operating performance measures. This finding is robust to controlling for other factors that determine takeover performance and holds in a two stage least squares framework that controls for endogeneity effects. Shareholdings of other executive directors, non‐executive directors, and non‐board holdings are found to have no significant effect on takeover performance.

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  • Andy Cosh & Paul M. Guest & Alan Hughes, 2006. "Board Share‐Ownership and Takeover Performance," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 33(3‐4), pages 459-510, April.
    • Handle: RePEc:bla:jbfnac:v:33:y:2006:i:3-4:p:459-510
    DOI: 10.1111/j.1468-5957.2006.00615.x
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    as
    1. Brown, Stephen J. & Warner, Jerold B., 1985. "Using daily stock returns : The case of event studies," Journal of Financial Economics, Elsevier, vol. 14(1), pages 3-31, March.
    2. Jensen, Michael C. & Ruback, Richard S., 1983. "The market for corporate control : The scientific evidence," Journal of Financial Economics, Elsevier, vol. 11(1-4), pages 5-50, April.
    3. Elliott, J. W., 1972. "Control, Size, Growth, and Financial Performance in the Firm," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 7(1), pages 1309-1320, January.
    4. Martin, Kenneth J, 1996. "The Method of Payment in Corporate Acquisitions, Investment Opportunities, and Management Ownership," Journal of Finance, American Finance Association, vol. 51(4), pages 1227-1246, September.
    5. Slusky, Alexander R & Caves, Richard E, 1991. "Synergy, Agency, and the Determinants of Premia Paid in Mergers," Journal of Industrial Economics, Wiley Blackwell, vol. 39(3), pages 277-296, March.
    6. Morck, Randall & Shleifer, Andrei & Vishny, Robert W, 1990. "Do Managerial Objectives Drive Bad Acquisitions?," Journal of Finance, American Finance Association, vol. 45(1), pages 31-48, March.
    7. Michael Firth, 1980. "Takeovers, Shareholder Returns, and the Theory of the Firm," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 94(2), pages 235-260.
    8. Powell, Ronan G. & Stark, Andrew W., 2005. "Does operating performance increase post-takeover for UK takeovers? A comparison of performance measures and benchmarks," Journal of Corporate Finance, Elsevier, vol. 11(1-2), pages 293-317, March.
    9. 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.
    10. Seyhun, H Nejat, 1990. "Do Bidder Managers Knowingly Pay Too Much for Target Firms?," The Journal of Business, University of Chicago Press, vol. 63(4), pages 439-464, October.
    11. R. Glenn Hubbard & Darius Palia, 1995. "Benefits of Control, Managerial Ownership, and the Stock Returns of Acquiring Firms," RAND Journal of Economics, The RAND Corporation, vol. 26(4), pages 782-793, Winter.
    12. Sudi Sudarsanam & Ashraf A. Mahate, 2003. "Glamour Acquirers, Method of Payment and Post‐acquisition Performance: The UK Evidence," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 30(1‐2), pages 299-342, January.
    13. James S. Ang & Yingmei Cheng, 2006. "Direct Evidence On The Market‐Driven Acquisition Theory," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 29(2), pages 199-216, June.
    14. John J. Kania & John R. McKean, 1976. "Ownership, Control, And The Contemporary Corporation: A General Behavior Analysis," Kyklos, Wiley Blackwell, vol. 29(2), pages 272-291, January.
    15. Cosh, A D & Hughes, A, 1987. "The Anatomy of Corporate Control: Directors, Shareholders and Executive Remuneration in Giant U.S. and U.K. Corporations," Cambridge Journal of Economics, Cambridge Political Economy Society, vol. 11(4), pages 285-313, December.
    16. Benjamin E. Hermalin & Michael S. Weisbach, 1991. "The Effects of Board Composition and Direct Incentives on Firm Performance," Financial Management, Financial Management Association, vol. 20(4), Winter.
    17. Yakov Amihud & Baruch Lev, 1981. "Risk Reduction as a Managerial Motive for Conglomerate Mergers," Bell Journal of Economics, The RAND Corporation, vol. 12(2), pages 605-617, Autumn.
    18. Barber, Brad M. & Lyon, John D., 1997. "Detecting long-run abnormal stock returns: The empirical power and specification of test statistics," Journal of Financial Economics, Elsevier, vol. 43(3), pages 341-372, March.
    19. Himmelberg, Charles P. & Hubbard, R. Glenn & Palia, Darius, 1999. "Understanding the determinants of managerial ownership and the link between ownership and performance," Journal of Financial Economics, Elsevier, vol. 53(3), pages 353-384, September.
    20. Barber, Brad M. & Lyon, John D., 1996. "Detecting abnormal operating performance: The empirical power and specification of test statistics," Journal of Financial Economics, Elsevier, vol. 41(3), pages 359-399, July.
    21. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    22. Alan Gregory, 1997. "An Examination of the Long Run Performance of UK Acquiring Firms," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 24(7&8), pages 971-1002.
    23. repec:bla:kyklos:v:29:y:1976:i:2:p:272-91 is not listed on IDEAS
    24. Cosh, A. D. & Hughes, A. & Lee, K. & Singh, A., 1989. "Institutional investment, mergers and the market for corporate control," International Journal of Industrial Organization, Elsevier, vol. 7(1), pages 73-100, March.
    25. Radice, H K, 1971. "Control Type, Profitability and Growth in Large Firms: an Empirical Study," Economic Journal, Royal Economic Society, vol. 81(323), pages 547-562, September.
    26. Megginson, William L. & Morgan, Angela & Nail, Lance, 2004. "The determinants of positive long-term performance in strategic mergers: Corporate focus and cash," Journal of Banking & Finance, Elsevier, vol. 28(3), pages 523-552, March.
    27. Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation : An empirical analysis," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 293-315, January.
    28. Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation," Scholarly Articles 29407535, Harvard University Department of Economics.
    29. Holl, Peter, 1975. "Effect of Control Type on the Performance of the Firm in the U.K," Journal of Industrial Economics, Wiley Blackwell, vol. 23(4), pages 257-271, June.
    30. R. Joseph Monsen & John S. Chitj & David E. Cooley, 1968. "The Effect of Separation of Ownership and Control on the Performance of the Large Firm," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 82(3), pages 435-451.
    31. Shleifer, Andrei & Vishny, Robert W., 2003. "Stock market driven acquisitions," Journal of Financial Economics, Elsevier, vol. 70(3), pages 295-311, December.
    32. repec:bla:jfinan:v:53:y:1998:i:2:p:785-798 is not listed on IDEAS
    33. McConnell, John J. & Muscarella, Chris J., 1985. "Corporate capital expenditure decisions and the market value of the firm," Journal of Financial Economics, Elsevier, vol. 14(3), pages 399-422, September.
    34. Sudi Sudarsanam & Ashraf A. Mahate -super-*, 2003. "Glamour Acquirers, Method of Payment and Post-acquisition Performance: The UK Evidence," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 30(1-2), pages 299-342.
    35. Kole, Stacey R., 1995. "Measuring managerial equity ownership: a comparison of sources of ownership data," Journal of Corporate Finance, Elsevier, vol. 1(3-4), pages 413-435, April.
    36. Gugler, Klaus & Mueller, Dennis C & Yurtoglu, B Burcin, 2004. "Corporate Governance and the Returns on Investment," Journal of Law and Economics, University of Chicago Press, vol. 47(2), pages 589-633, October.
    37. Ming Dong & David Hirshleifer & Scott Richardson & Siew Hong Teoh, 2006. "Does Investor Misvaluation Drive the Takeover Market?," Journal of Finance, American Finance Association, vol. 61(2), pages 725-762, April.
    38. Alan Gregory, 1997. "An Examination of the Long Run Performance of UK Acquiring Firms," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 24(7‐8), pages 971-1002, September.
    39. Miron Stano, 1976. "Monopoly Power, Ownership Control, and Corporate Performance," Bell Journal of Economics, The RAND Corporation, vol. 7(2), pages 672-679, Autumn.
    40. Palmer, John P, 1975. "A Further Analysis of Profit Variability and Managerialism," Economic Inquiry, Western Economic Association International, vol. 13(1), pages 127-130, March.
    41. McEachern, William A, 1978. "Corporate Control and Growth: An Alternative Approach," Journal of Industrial Economics, Wiley Blackwell, vol. 26(3), pages 257-266, March.
    42. Michael Jensen & Edward J. Zajac, 2004. "Corporate elites and corporate strategy: how demographic preferences and structural position shape the scope of the firm," Strategic Management Journal, Wiley Blackwell, vol. 25(6), pages 507-524, June.
    43. John Palmer, 1973. "The Profit-Performance Effects of the Separation of Ownership from Control in Large U.S. Industrial Corporations," Bell Journal of Economics, The RAND Corporation, vol. 4(1), pages 293-303, Spring.
    44. Demsetz, Harold & Lehn, Kenneth, 1985. "The Structure of Corporate Ownership: Causes and Consequences," Journal of Political Economy, University of Chicago Press, vol. 93(6), pages 1155-1177, December.
    45. Charlie Weir & David Laing & Phillip J. McKnight, 2002. "Internal and External Governance Mechanisms: Their Impact on the Performance of Large UK Public Companies," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 29(5&6), pages 579-611.
    46. Loughran, Tim & Vijh, Anand M, 1997. "Do Long-Term Shareholders Benefit from Corporate Acquisitions?," Journal of Finance, American Finance Association, vol. 52(5), pages 1765-1790, December.
    47. Short, Helen & Keasey, Kevin, 1999. "Managerial ownership and the performance of firms: Evidence from the UK," Journal of Corporate Finance, Elsevier, vol. 5(1), pages 79-101, March.
    48. Ghosh, Aloke, 2001. "Does operating performance really improve following corporate acquisitions?," Journal of Corporate Finance, Elsevier, vol. 7(2), pages 151-178, June.
    49. Charlie Weir & David Laing & Phillip J. McKnight, 2002. "Internal and External Governance Mechanisms: Their Impact on the Performance of Large UK Public Companies," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 29(5‐6), pages 579-611.
    50. Healy, Paul M. & Palepu, Krishna G. & Ruback, Richard S., 1992. "Does corporate performance improve after mergers?," Journal of Financial Economics, Elsevier, vol. 31(2), pages 135-175, April.
    51. Lewellen, Wilbur & Loderer, Claudio & Rosenfeld, Ahron, 1985. "Merger decisions and executive stock ownership in acquiring firms," Journal of Accounting and Economics, Elsevier, vol. 7(1-3), pages 209-231, April.
    52. McConnell, John J. & Servaes, Henri, 1995. "Equity ownership and the two faces of debt," Journal of Financial Economics, Elsevier, vol. 39(1), pages 131-157, September.
    53. Begg,Iain & Henry,Brian, 1998. "Applied Economics and Public Policy," Cambridge Books, Cambridge University Press, number 9780521624145, September.
    54. Earl Shinn, 1999. "Returns to acquiring firms: The role of managerial ownership, managerial wealth, and outside owners," Journal of Economics and Finance, Springer;Academy of Economics and Finance, vol. 23(1), pages 78-89, March.
    55. Hindley, Brian, 1970. "Separation of Ownership and Control in the Modern Corporation," Journal of Law and Economics, University of Chicago Press, vol. 13(1), pages 185-221, April.
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    3. Zhu, Bing & Xia, Xiaoxue & Zheng, Xiaojia, 2021. "One way out of the share pledging quagmire: Evidence from mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 71(C).

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