《国际企业并购》Ch12- Corporate Governance.pptVIP

* * * * * * * * * * * * * * * * * * * * * * * * * * * Busy Directors cont. Fich and Shivdasani 2004 Reviewed 508 companies Found the majority of directors served on 3 or more boards Perry and Peyer 2003 Analyzed 349 companies Found that when a director announced accepting another board position showed negative announcement effects These effects occurred when managerial ownership low and majority board not independent All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan. What Happens to Target Directors After Takeover? Harford 2003 surveyed 1,091 directors at Fortune 1000 companies Found directors of target companies rarely retained after takeovers Also, these directors less likely to be a director of another company Exception: directors of poorly performing companies that were able to engineer a takeover These directors seem to be good at selling poor assets for decent price All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan. How Does the Market React When Companies and Managers Announce Acquisitions of Other Companies? Dutta, Dutta and Raman 2001 Analyzed 1,719 acquisitions over 1993-1998 When managers have high equity-based compensation – positive market response What about the premiums these companies pay? - Premiums are lower when managers have high equity-based compensation Conclusion: When managers playing with their own money they are more frugal All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan. What Types of Companies Do Equity-Based Managers Acquire? They tend to acquire more growth companies All Rights Reserved. ? May not be reproduced, copied, or otherwise used without the express, written permission of Dr. Patrick Gaughan. Coke Corporate Governance and Cancelled Merger Coke’s CEO proposed to a