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Board Monitoring and Antitakeover Amendments

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  • McWilliams, Victoria B.
  • Sen, Nilanjan

Abstract

This study examines the joint influence of board composition, leadership structure, and board ownership structure on the market's reaction to corporate antitakeover amendment proposals. The stock price reaction to antitakeover amendments is more negative when the board is dominated by inside and affiliated outside board members. Further, for firms in which the CEO also chairs the board, the reaction becomes increasingly negative as inside and affiliated outside board members increase their ownership stake in the firm and proportional representation on the board. In contrast, board composition and ownership structure have little power to explain the stock price reaction when the CEO does not chair the board. We conclude that monitoring by outside independent board members is important particularly when the CEO is also the board chair.

Suggested Citation

  • McWilliams, Victoria B. & Sen, Nilanjan, 1997. "Board Monitoring and Antitakeover Amendments," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 32(4), pages 491-505, December.
    • Handle: RePEc:cup:jfinqa:v:32:y:1997:i:04:p:491-505_00
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    Cited by:

    1. Anup Banerjee & Mattias Nordqvist & Karin Hellerstedt, 2020. "The role of the board chair—A literature review and suggestions for future research," Corporate Governance: An International Review, Wiley Blackwell, vol. 28(6), pages 372-405, November.
    2. Randall Morck & Bernard Yeung, 2010. "Agency Problems and the Fate of Capitalism," NBER Working Papers 16490, National Bureau of Economic Research, Inc.
    3. Jiao Ji & Oleksandr Talavera & Shuxing Yin, 2018. "The Hidden Information Content: Evidence from the Tone of Independent Director Reports," Working Papers 2018-28, Swansea University, School of Management.
    4. Domingo Javier Santana Martín & Inmaculada Aguiar, 2004. "Propiedad y blindaje de las empresas cotizadas españolas. 1996-2002," CNMV Documentos de Trabajo CNMV Documentos de Trabaj, CNMV- Comisión Nacional del Mercado de Valores - Departamento de Estudios y Estadísticas.
    5. Domingo Javier Santana Martín & Inmaculada Aguiar, 2004. "Ownership and defence tactics in Spanish listed firms. 1996-2002," CNMV Working Papers CNMV Working Papers no. 5, CNMV- Spanish Securities Markets Commission - Research and Statistics Department.
    6. Guo, Re-Jin & Kruse, Timothy A. & Nohel, Tom, 2008. "Undoing the powerful anti-takeover force of staggered boards," Journal of Corporate Finance, Elsevier, vol. 14(3), pages 274-288, June.
    7. Tsung-ming Yeh, 2014. "The effects of anti-takeover measures on Japanese corporations," Review of Quantitative Finance and Accounting, Springer, vol. 42(4), pages 757-780, May.
    8. Kim, In Joon & Eppler-Kim, Jiyeon & Kim, Wi Saeng & Byun, Suk Joon, 2010. "Foreign investors and corporate governance in Korea," Pacific-Basin Finance Journal, Elsevier, vol. 18(4), pages 390-402, September.
    9. Sharon Hannes, 2006. "A Demand-Side Theory of Antitakeover Defenses," The Journal of Legal Studies, University of Chicago Press, vol. 35(2), pages 475-524, June.
    10. John Becker-Blease & Afshad Irani, 2008. "Do corporate governance attributes affect adverse selection costs? Evidence from seasoned equity offerings," Review of Quantitative Finance and Accounting, Springer, vol. 30(3), pages 281-296, April.
    11. Dey, Aiyesha & Engel, Ellen & Liu, Xiaohui, 2011. "CEO and board chair roles: To split or not to split?," Journal of Corporate Finance, Elsevier, vol. 17(5), pages 1595-1618.
    12. Xiaoyan Cheng & David Smith & Paul Tanyi, 2018. "An analysis of proxy statement leadership structure justification disclosures," Review of Quantitative Finance and Accounting, Springer, vol. 51(4), pages 1071-1106, November.
    13. K. Hung Chan & Phyllis L. L. Mo & Amy Y. Zhou & Steven Cahan, 2013. "Government ownership, corporate governance and tax aggressiveness: evidence from China," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 53(4), pages 1029-1051, December.
    14. Wallace Davidson & Yixi Ning & David Rakowski & Eahab Elsaid, 2008. "The antecedents of simultaneous appointments to CEO and Chair," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 12(4), pages 381-401, November.
    15. M. Andrew Fields & Phyllis Y. Keys, 2003. "The Emergence of Corporate Governance from Wall St. to Main St.: Outside Directors, Board Diversity, Earnings Management, and Managerial Incentives to Bear Risk," The Financial Review, Eastern Finance Association, vol. 38(1), pages 1-24, February.
    16. Steve Lin & Peter F. Pope & Steven Young, 2003. "Stock Market Reaction to the Appointment of Outside Directors," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 30(3‐4), pages 351-382, April.
    17. Danielson, Morris G. & Karpoff, Jonathan M., 1998. "On the uses of corporate governance provisions," Journal of Corporate Finance, Elsevier, vol. 4(4), pages 347-371, December.
    18. K.V. Peasnell & P.F. Pope & S. Young, 2005. "Board Monitoring and Earnings Management: Do Outside Directors Influence Abnormal Accruals?," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 32(7‐8), pages 1311-1346, September.
    19. Margalida Alemany & Rafel Crespi-Cladera, 2001. "Warum Abwehrmaßnahmen gegen Übernahmen in Spanien?," Vierteljahrshefte zur Wirtschaftsforschung / Quarterly Journal of Economic Research, DIW Berlin, German Institute for Economic Research, vol. 70(2), pages 214-224.
    20. Ivan Brick & N. Chidambaran, 2008. "Board monitoring, firm risk, and external regulation," Journal of Regulatory Economics, Springer, vol. 33(1), pages 87-116, February.
    21. Al Dah, Bilal, 2018. "Monitoring or empowering CEOs? The moderating effect of shareholder rights," Research in International Business and Finance, Elsevier, vol. 46(C), pages 502-515.
    22. Hossain, Mahmud & Prevost, Andrew K. & Rao, Ramesh P., 2001. "Corporate governance in New Zealand: The effect of the 1993 Companies Act on the relation between board composition and firm performance," Pacific-Basin Finance Journal, Elsevier, vol. 9(2), pages 119-145, April.

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