IDEAS home Printed from https://ideas.repec.org/a/eee/jbrese/v110y2020icp160-172.html
   My bibliography  Save this article

Target governance provisions and acquisition types

Author

Listed:
  • Gogineni, Sridhar
  • Upadhyay, Arun

Abstract

We examine the role of target firms’ governance characteristics in determining their survival status and acquirer type. We find that conditional on being a takeover target, firms with a powerful board, those that are insider dominated and immune from shareholder oversight, are more likely to undergo a private equity backed buyout compared to acquisition by public firms or a non-private equity backed buyout. We document a positive (negative) relationship between anti-takeover provisions and the likelihood of being acquired by a public company (going-private transaction). Firms do not seem to change their governance characteristics in anticipation of being taken over. Overall, our results from multinomial regressions provide robust support for the notion that likelihood of being a target and undergoing a specific type of transaction is a matching process in which both the target and the acquirer try to maximize their own welfare.

Suggested Citation

  • Gogineni, Sridhar & Upadhyay, Arun, 2020. "Target governance provisions and acquisition types," Journal of Business Research, Elsevier, vol. 110(C), pages 160-172.
  • Handle: RePEc:eee:jbrese:v:110:y:2020:i:c:p:160-172
    DOI: 10.1016/j.jbusres.2020.01.018
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S0148296320300242
    Download Restriction: Full text for ScienceDirect subscribers only

    File URL: https://libkey.io/10.1016/j.jbusres.2020.01.018?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
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Stuart, Toby E. & Yim, Soojin, 2010. "Board interlocks and the propensity to be targeted in private equity transactions," Journal of Financial Economics, Elsevier, vol. 97(1), pages 174-189, July.
    2. Officer, Micah S. & Ozbas, Oguzhan & Sensoy, Berk A., 2010. "Club deals in leveraged buyouts," Journal of Financial Economics, Elsevier, vol. 98(2), pages 214-240, November.
    3. Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-329, May.
    4. Brown, Lawrence D. & Caylor, Marcus L., 2006. "Corporate governance and firm valuation," Journal of Accounting and Public Policy, Elsevier, vol. 25(4), pages 409-434.
    5. Kaplan, Steven, 1989. "The effects of management buyouts on operating performance and value," Journal of Financial Economics, Elsevier, vol. 24(2), pages 217-254.
    6. DeAngelo, Harry & DeAngelo, Linda & Rice, Edward M, 1984. "Going Private: Minority Freezeouts and Stockholder Wealth," Journal of Law and Economics, University of Chicago Press, vol. 27(2), pages 367-401, October.
    7. Paul Gompers & Joy Ishii & Andrew Metrick, 2003. "Corporate Governance and Equity Prices," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 118(1), pages 107-156.
    8. Comment, Robert & Schwert, G. William, 1995. "Poison or placebo? Evidence on the deterrence and wealth effects of modern antitakeover measures," Journal of Financial Economics, Elsevier, vol. 39(1), pages 3-43, September.
    9. Cem Demiroglu & Christopher M. James, 2010. "The Information Content of Bank Loan Covenants," The Review of Financial Studies, Society for Financial Studies, vol. 23(10), pages 3700-3737, October.
    10. Bargeron, Leonce L. & Schlingemann, Frederik P. & Stulz, René M. & Zutter, Chad J., 2008. "Why do private acquirers pay so little compared to public acquirers?," Journal of Financial Economics, Elsevier, vol. 89(3), pages 375-390, September.
    11. Cressy, Robert & Munari, Federico & Malipiero, Alessandro, 2007. "Playing to their strengths? Evidence that specialization in the private equity industry confers competitive advantage," Journal of Corporate Finance, Elsevier, vol. 13(4), pages 647-669, September.
    12. Vicente Cuñat & Mireia Giné & Maria Guadalupe, 2020. "Price and Probability: Decomposing the Takeover Effects of Anti‐Takeover Provisions," Journal of Finance, American Finance Association, vol. 75(5), pages 2591-2629, October.
    13. Hamid Mehran & Stavros Peristiani, 2010. "Financial Visibility and the Decision to Go Private," The Review of Financial Studies, Society for Financial Studies, vol. 23(2), pages 519-547, February.
    14. Schwert, G. William, 1996. "Markup pricing in mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 41(2), pages 153-192, June.
    15. Lucian Arye Bebchuk & John C. Coates IV & Guhan Subramanian, 2002. "The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence and Policy," NBER Working Papers 8974, National Bureau of Economic Research, Inc.
    16. Opler, Tim & Titman, Sheridan, 1993. "The Determinants of Leveraged Buyout Activity: Free Cash Flow vs. Financial Distress Costs," Journal of Finance, American Finance Association, vol. 48(5), pages 1985-1999, December.
    17. Shourun Guo & Edith S. Hotchkiss & Weihong Song, 2011. "Do Buyouts (Still) Create Value?," Journal of Finance, American Finance Association, vol. 66(2), pages 479-517, April.
    18. Benjamin E. Hermalin & Michael S. Weisbach, 2003. "Boards of directors as an endogenously determined institution: a survey of the economic literature," Economic Policy Review, Federal Reserve Bank of New York, vol. 9(Apr), pages 7-26.
    19. Officer, Micah S., 2011. "Overinvestment, corporate governance, and dividend initiations," Journal of Corporate Finance, Elsevier, vol. 17(3), pages 710-724, June.
    20. Coles, Jeffrey L. & Daniel, Naveen D. & Naveen, Lalitha, 2008. "Boards: Does one size fit all," Journal of Financial Economics, Elsevier, vol. 87(2), pages 329-356, February.
    21. Shivdasani, Anil, 1993. "Board composition, ownership structure, and hostile takeovers," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 167-198, April.
    22. Bates, Thomas W. & Becher, David A., 2017. "Bid Resistance by Takeover Targets: Managerial Bargaining or Bad Faith?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 52(3), pages 837-866, June.
    23. Bates, Thomas W. & Becher, David A. & Lemmon, Michael L., 2008. "Board classification and managerial entrenchment: Evidence from the market for corporate control," Journal of Financial Economics, Elsevier, vol. 87(3), pages 656-677, March.
    24. Halpern, Paul & Kieschnick, Robert & Rotenberg, Wendy, 1999. "On the Heterogeneity of Leveraged Going Private Transactions," The Review of Financial Studies, Society for Financial Studies, vol. 12(2), pages 281-309.
    25. Mitchell A. Petersen, 2009. "Estimating Standard Errors in Finance Panel Data Sets: Comparing Approaches," The Review of Financial Studies, Society for Financial Studies, vol. 22(1), pages 435-480, January.
    26. Asquith, Paul, 1948- & Wizman, Thierry A., 1990. "Event risk, covenants, and bondholder returns in leveraged buyouts," Working papers WP 3173-90., Massachusetts Institute of Technology (MIT), Sloan School of Management.
    27. Amihud, Yakov & Schmid, Markus & Davidoff Solomon, Steven, 2017. "Settling the Staggered Board Debate," Working Papers on Finance 1713, University of St. Gallen, School of Finance.
    28. Phalippou, Ludovic, 2010. "Venture capital funds: Flow-performance relationship and performance persistence," Journal of Banking & Finance, Elsevier, vol. 34(3), pages 568-577, March.
    29. Lucian Bebchuk & Alma Cohen & Allen Ferrell, 2009. "What Matters in Corporate Governance?," The Review of Financial Studies, Society for Financial Studies, vol. 22(2), pages 783-827, February.
    30. Asquith, Paul & Wizman, Thierry A., 1990. "Event risk, covenants, and bondholder returns in leveraged buyouts," Journal of Financial Economics, Elsevier, vol. 27(1), pages 195-213, September.
    31. Pound, John, 1987. "The Effects of Antitakeover Amendments on Takeover Activity: Some Direct Evidence," Journal of Law and Economics, University of Chicago Press, vol. 30(2), pages 353-367, October.
    32. Ambrose, Brent W. & Megginson, William L., 1992. "The Role of Asset Structure, Ownership Structure, and Takeover Defenses in Determining Acquisition Likelihood," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 27(4), pages 575-589, December.
    33. Ronald W. Masulis & Shawn Mobbs, 2011. "Are All Inside Directors the Same? Evidence from the External Directorship Market," Journal of Finance, American Finance Association, vol. 66(3), pages 823-872, June.
    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. Renneboog, Luc & Vansteenkiste, Cara, 2017. "Leveraged Buyouts : A Survey of the Literature," Discussion Paper 2017-015, Tilburg University, Center for Economic Research.
    2. Sokolyk, Tatyana, 2011. "The effects of antitakeover provisions on acquisition targets," Journal of Corporate Finance, Elsevier, vol. 17(3), pages 612-627, June.
    3. Andrew Metrick & Ayako Yasuda, 2011. "Venture Capital and Other Private Equity: a Survey," European Financial Management, European Financial Management Association, vol. 17(4), pages 619-654, September.
    4. 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).
    5. Becker-Blease, John R., 2011. "Governance and innovation," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 947-958, September.
    6. Karpoff, Jonathan M. & Schonlau, Robert & Wehrly, Eric, 2022. "Which antitakeover provisions deter takeovers?," Journal of Corporate Finance, Elsevier, vol. 75(C).
    7. Shleifer, Andrei & Vishny, Robert W, 1997. "A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    8. 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.
    9. 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.
    10. Boone, Audra L. & Mulherin, J. Harold, 2011. "Do private equity consortiums facilitate collusion in takeover bidding?," Journal of Corporate Finance, Elsevier, vol. 17(5), pages 1475-1495.
    11. Renneboog, Luc & Simons, Tomas & Wright, Mike, 2007. "Why do public firms go private in the UK? The impact of private equity investors, incentive realignment and undervaluation," Journal of Corporate Finance, Elsevier, vol. 13(4), pages 591-628, September.
    12. Billett, Matthew T. & Jiang, Zhan & Lie, Erik, 2010. "The effect of change-in-control covenants on takeovers: Evidence from leveraged buyouts," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 1-15, February.
    13. Officer, Micah S. & Ozbas, Oguzhan & Sensoy, Berk A., 2010. "Club deals in leveraged buyouts," Journal of Financial Economics, Elsevier, vol. 98(2), pages 214-240, November.
    14. Renneboog, L.D.R. & Simons, T., 2005. "Public-to-Private Transactions : LBOs, MBOs, MBIs and IBOs," Other publications TiSEM 3b76799c-591c-4d22-b126-a, Tilburg University, School of Economics and Management.
    15. Humphery-Jenner, Mark L., 2012. "Internal and external discipline following securities class actions," Journal of Financial Intermediation, Elsevier, vol. 21(1), pages 151-179.
    16. Chen, Yea-Mow & Huang, Ying Sophie & Wang, David K. & Wu, Chun-Chou, 2014. "Going private transactions by U.S.-Listed Chinese companies: What drives the premiums paid?," International Review of Economics & Finance, Elsevier, vol. 32(C), pages 79-91.
    17. Drobetz, Wolfgang & von Meyerinck, Felix & Oesch, David & Schmid, Markus, 2014. "Board Industry Experience, Firm Value, and Investment Behavior," Working Papers on Finance 1401, University of St. Gallen, School of Finance, revised Dec 2015.
    18. Cao, Xiaping & Cumming, Douglas & Goh, Jeremy & Wang, Xiaoming, 2019. "The impact of investor protection law on global takeovers: LBO vs. non-LBO transactions," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 59(C), pages 1-18.
    19. Mbanyele, William, 2021. "Staggered boards, unequal voting rights, poison pills and innovation intensity: New evidence from the Asian markets," International Review of Law and Economics, Elsevier, vol. 65(C).
    20. Daher, Mai M. & Ismail, Ahmad K., 2018. "Debt covenants and corporate acquisitions," Journal of Corporate Finance, Elsevier, vol. 53(C), pages 174-201.

    More about this item

    Keywords

    Governance characteristics; Board control; Antitakeover provisions; Acquirer type; Going-private;
    All these keywords.

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation

    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:eee:jbrese:v:110:y:2020:i:c:p:160-172. 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: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/jbusres .

    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.