Corporate Governance and Takeover Outcomes

Nihat Aktas · Ettore Croci · Şerif Aziz Şimşir

36 citations0/0 files storedCorporate Governance An International Review

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Corporate Finance and Governance Merger and Competition Analysis Corporate Governance and Law

Abstract

Abstract Manuscript type Review Research Question/Issue This article reviews how and through which channels corporate governance shapes takeover outcomes. Research Findings We summarize the main findings of the empirical literature that investigates the effect of corporate governance mechanisms on takeover outcomes. The internal and external governance mechanisms that we consider are: the board of directors, the takeover market, blockholders, financial markets in general, product market competition, and the labor market. Theoretical/Academic Implications This article adopts an agency perspective of the firm and reviews the mergers and acquisitions (M&A) literature through the lens of corporate governance. We highlight how the different corporate governance mechanisms affect the takeover process and outcomes. Practitioner/Policy Implications The article systematizes the current state of the research linking corporate governance and takeovers. In doing so, we emphasize which mechanisms policymakers can use to improve the efficiency of the takeover market. Alternatively, the review also offers indications concerning mechanisms that could be used to mitigate agency conflicts and, as such, increase firm value.

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References

1976Theory of the firm: Managerial behavior, agency costs and ownership structure 1986Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers 1997A Survey of Corporate Governance 1776An Inquiry into the Nature and Causes of the Wealth of Nations 1996Agency costs of free cash flow, corporate finance, and takeovers 1993The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems 2003Corporate Governance and Equity Prices 2001The theory and practice of corporate finance: evidence from the field

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2017Boards, and the Directors Who Sit on Them 2017Boards, and the Directors Who Sit on Them ✶ ✶I thank Benjamin Hermalin and Michael Weisbach for their comments and for inviting me to write this chapter. I thank Ying Dou, Mandeep Singh, and Jing Xu for excellent research assistance.2019The dark and bright sides of hubris: Conceptual implications for leadership and governance research 2022Board governance of Strategic Change: An assessment of the literature and avenues for future research 2020Antitakeover Provisions and Firm Value: New Evidence from the M&A Market

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