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An Empirical Analysis of the Reincorporation Decision

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  • Heron, Randall A.
  • Lewellen, Wilbur G.

Abstract

The literature suggests two competing explanations for reincorporations: efforts at managerial entrenchment and attempts to improve contractual efficiency. The empirical evidence to date is inconclusive. To seek further evidence, we examine a large sample of firms that changed their state of incorporation over the period 1980–1992. We find that shareholder wealth is decreased by reincorporations that erect takeover defenses, but is increased by reincorporations that establish limits on director liability. Firms that claim they reincorporate to limit the personal liability of their board members and thereby attract better qualified outside directors do, in fact, expand the outside representation on their boards, whereas firms citing other motives do not.

Suggested Citation

  • Heron, Randall A. & Lewellen, Wilbur G., 1998. "An Empirical Analysis of the Reincorporation Decision," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 33(4), pages 549-568, December.
    • Handle: RePEc:cup:jfinqa:v:33:y:1998:i:04:p:549-568_00
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    Cited by:

    1. Yaxuan Qi & John Wald, 2008. "State Laws and Debt Covenants," Journal of Law and Economics, University of Chicago Press, vol. 51(1), pages 179-207, February.
    2. Sattar A. Mansi & William F. Maxwell & John K. Wald, 2009. "Creditor Protection Laws and the Cost of Debt," Journal of Law and Economics, University of Chicago Press, vol. 52(4), pages 701-717, November.
    3. Bebchuk, Lucian Arye & Cohen, Alma, 2003. "Firms' Decisions Where to Incorporate," Journal of Law and Economics, University of Chicago Press, vol. 46(2), pages 383-425, October.
    4. Fang, Lily & Huang, Sterling, 2024. "The governance of director compensation," Journal of Financial Economics, Elsevier, vol. 155(C).
    5. Jagannathan, Murali & Pritchard, A.C., 2017. "Do Delaware CEOs get fired?," Journal of Banking & Finance, Elsevier, vol. 74(C), pages 85-101.
    6. Sarfraz Khan & John K. Wald, 2015. "Director Liability Protection, Earnings Management, and Audit Pricing," Journal of Empirical Legal Studies, John Wiley & Sons, vol. 12(4), pages 781-814, December.
    7. Daines, Robert, 2001. "Does Delaware law improve firm value?," Journal of Financial Economics, Elsevier, vol. 62(3), pages 525-558, December.
    8. Stefano Colonnello & Christoph Herpfer, 2021. "Do Courts Matter for Firm Value? Evidence from the US Court System," Journal of Law and Economics, University of Chicago Press, vol. 64(2), pages 403-438.
    9. Bradley, Michael & Chen, Dong, 2011. "Corporate governance and the cost of debt: Evidence from director limited liability and indemnification provisions," Journal of Corporate Finance, Elsevier, vol. 17(1), pages 83-107, February.
    10. Aguir, Iness & Burns, Natasha & Mansi, Sattar A. & Wald, John K., 2014. "Liability protection, director compensation, and incentives," Journal of Financial Intermediation, Elsevier, vol. 23(4), pages 570-589.
    11. Randall A. Heron & Erik Lie & Kimberly J. Rodgers, 2009. "Financial Restructuring in Fresh‐Start Chapter 11 Reorganizations," Financial Management, Financial Management Association International, vol. 38(4), pages 727-745, December.
    12. Arjen H. L. Slangen & Marc Baaij & Riccardo Valboni, 2017. "Disaggregating the Corporate Headquarters: Investor Reactions to Inversion Announcements by US Firms," Journal of Management Studies, Wiley Blackwell, vol. 54(8), pages 1241-1270, December.
    13. Wald, John K. & Long, Michael S., 2007. "The effect of state laws on capital structure," Journal of Financial Economics, Elsevier, vol. 83(2), pages 297-319, February.
    14. Karpov, A., 2012. "Corporate Board Elections and Company's Performance," Journal of the New Economic Association, New Economic Association, vol. 16(4), pages 10-25.

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