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Optimal Corporate Governance in the Presence of an Activist Investor

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  • Jonathan B. Cohn
  • Uday Rajan

Abstract

We provide a model of governance in which a board arbitrates between an activist investor and a manager facing reputational concerns. The optimal level of internal board governance depends on both the severity of the agency conflict and the strength of external governance. Internal governance creates a certification effect, so greater intervention by the board can lead to worse managerial behavior. Internal and external governance are substitutes when external governance is weak (the board commits to an interventionist policy to induce participation from the activist) and complements when external governance is strong (the board relies to a greater extent on the activist's information). The Author 2013. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: journals.permissions@oup.com., Oxford University Press.

Suggested Citation

  • Jonathan B. Cohn & Uday Rajan, 2013. "Optimal Corporate Governance in the Presence of an Activist Investor," The Review of Financial Studies, Society for Financial Studies, vol. 26(4), pages 985-1020.
    • Handle: RePEc:oup:rfinst:v:26:y:2013:i:4:p:985-1020
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    File URL: http://hdl.handle.net/10.1093/rfs/hht001
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    Cited by:

    1. Sofi Mohd Fikri & Mohamed Hisham Yahya & Taufiq Hassan, 2017. "A Review on Agency Cost of Shariah Governance in Mutual Fund," International Journal of Economics and Financial Issues, Econjournals, vol. 7(1), pages 530-538.
    2. Taylan Mavruk & Evert Carlsson, 2015. "How long is a long-term-firm investment in the presence of governance mechanisms?," Eurasian Business Review, Springer;Eurasia Business and Economics Society, vol. 5(1), pages 117-149, June.
    3. Limor Golan & Christine A. Parlour & Uday Rajan, 2015. "Competition, Managerial Slack, and Corporate Governance," The Review of Corporate Finance Studies, Society for Financial Studies, vol. 4(1), pages 43-68.
    4. Natasha Burns & Anna Kapalczynski & John K. Wald, 2021. "Independent director compensation, corruption, and monitoring," The Financial Review, Eastern Finance Association, vol. 56(1), pages 5-28, February.
    5. Hahn, Peter D. & Lasfer, Meziane, 2016. "Impact of foreign directors on board meeting frequency," International Review of Financial Analysis, Elsevier, vol. 46(C), pages 295-308.
    6. Edmans, Alex & Holderness, Clifford, 2016. "Blockholders: A Survey of Theory and Evidence," CEPR Discussion Papers 11442, C.E.P.R. Discussion Papers.
    7. Meng Lyu & Xiaojie Christine Sun & Bing Wang, 2023. "Chief Audit Executive as Supervisory Board Member and Executive Compensation Contracts," Abacus, Accounting Foundation, University of Sydney, vol. 59(1), pages 258-299, March.
    8. Corum, Adrian Aycan, 2021. "Fighting Fire with Fire: Optimality of Value Destruction to Mitigate Short-Termism," OSF Preprints xhwmg, Center for Open Science.
    9. Sudipto Dasgupta & Thomas H. Noe, 2019. "Does Pay Activism Pay Off for Shareholders? Shareholder Democracy and Its Discontents," Management Science, INFORMS, vol. 65(4), pages 1810-1832, April.
    10. Corum, Adrian Aycan & Malenko, Andrey & Malenko, Nadya, 2020. "Corporate Governance in the Presence of Active and Passive Delegated Investment," OSF Preprints 8n6xj, Center for Open Science.
    11. Adeel Mumtaz & Tahir Saeed & M. Ramzan, 2018. "Factors affecting investment decision-making in Pakistan stock exchange," International Journal of Financial Engineering (IJFE), World Scientific Publishing Co. Pte. Ltd., vol. 5(04), pages 1-14, December.
    12. Kim, Hugh & Liao, Rose C. & Wang, Yan, 2015. "Active block investors and corporate governance around the world," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 39(C), pages 181-194.
    13. Xue Jia & Rahul Menon, 2023. "Shareholder Short-Termism, Corporate Control and Voluntary Disclosure," Management Science, INFORMS, vol. 69(1), pages 702-721, January.
    14. Busco, Cristiano & Malafronte, Irma & Pereira, John & Starita, Maria Grazia, 2019. "The determinants of companies’ levels of integration: Does one size fit all?," The British Accounting Review, Elsevier, vol. 51(3), pages 277-298.

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