Corporate governance is concerned with the resolution of collective action problems among dispersed investors and the reconciliation of conflicts of interest between various corporate claimholders. In this survey we review the theoretical and empirical research on the main mechanisms of...

We investigate the relation between takeover performance and board share ownership in the acquiring company for a sample of 363 UK takeovers completed in the period 1985-96. In investigating this relationship we pay particular attention to the composition of board shareholdings as well as their...

This article evaluates the Takeover Bids Directive's board neutrality rule, in light of the European Commission's option to propose the revision of the Directive and a recent suggestion put forward by some commentators to make the rule, which is optional, harder to opt-out. It does so by...

This paper extends the literature on corporate governance by analyzing the voluntary use of special committees during corporate takeovers. These committees are comprised of disinterested target firm directors and serve as an additional mechanism to enhance the oversight of potential conflicts....

Manuscript Type: Empirical Research Question/Issue: We propose and test a new perspective on why the boards of some acquiring firms purchase a fairness opinion (FO). Specifically, we examine whether the board's knowledge explains the use of a FO and the market reaction to the FO. Research...

Independent directors are valuable because they do not suffer from the agency coststhat afflict executive directors. Independent directors also operate at an informationaldisadvantage compared with executive directors, which makes it hard for them to carryout their duties of advising and...

Debt, and in particular, short-term debt have the potential to discipline managers. We examine the role of the board in making financing decisions that provide this discipline. Specifically, given a firm's characteristics, we predict that stronger boards will force the firm to hold more debt and...

I show that nonroutine premerger trades by acquirer outside directors contain a significant amount of private information and indicate opportunistic trading on the information. I find that outside directors sell shares before less valuable deals and purchase shares before more value enhancing...

This paper examines whether post-merger board composition affects the premiums paid to target shareholders. Using a sample of 207 stock-for-stock mergers from 1996 to 2004, we show that target merger premiums vary inversely with target director representation on the post-merger board. We also...

This study examines the collective impact of expert boards and CEOs on acquisition performance, providing new insight into the CEO-board relationship. Acquiring firms with expert boards earn an additional 1.16 percentage points when their CEOs are new to the target industry compared to firms...