Antitakeover Legislation Research Articles

Financial distress, corporate takeovers and the distress anomaly

PurposeThis paper examines the relation between takeover likelihood and the documented underperformance of distressed company stocks while exploring two competing hypotheses. The failure risk explanation predicts lower returns to distressed firms with high probability of being acquired because the acquisition reduces risk and investors' required return. Conversely, the agency conflicts explanation predicts lower returns when acquisition is unlikely.Design/methodology/approachThe likelihood of receiving a takeover bid is estimated, and portfolio tests explore the underperformance of distressed company stocks relative to non-distressed stocks across varying levels of takeover likelihood. Predictive regressions subsequently examine the relation between distress, takeover exposure and future firm operating performance including how the relation is affected by state anti-takeover laws.FindingsDistressed stocks underperform non-distressed company stocks by economically and statistically significant margins when takeover likelihood is low, yet there is no evidence of underperformance among distressed stocks with moderate or high takeover exposure. Consistent with agency conflicts playing a key role, distressed firms that are disciplined by takeover threats invest more, use more leverage and experience higher future profitability. State-level anti-takeover legislation limits this disciplinary effect, however.Originality/valueThe results show that the well-documented distress anomaly is driven by a subset of distressed firms whose managers face limited pressure from the external takeover market. The evidence casts doubt on the failure risk explanation and suggests that agency conflicts play a key role.

Does protectionist anti-takeover legislation lead to managerial entrenchment?

I study a protectionist anti-takeover law introduced in 2014 that covers a subset of all firms in the economy. The law decreased affected firms’ likelihood of becoming the target of a merger or acquisition and had a negative impact on shareholder value. There is no evidence that management of those firms subsequently altered firm policies in its interest. Investment, employment, wages, profitability, and capital structure remain unchanged. The share of annual CEO compensation consisting of equity instruments increased by 8.4 percentage points, suggesting that boards reacted to the loss in monitoring by the takeover market by increasing the pay-for-performance sensitivity.

The Current Barriers to Corporate Takeovers in Japan: Do the UK Takeover Code and the EU Takeover Directive Offer a Solution?

There is a common perception that the Japanese takeover market excludes foreign companies. However, this is not because Japanese takeover law has been designed to protect target companies. Comparing Japanese takeover law with the UK Takeover Code and the European Takeover Directive, considered as competitive models, this thematic and content-based investigation reveals that Japan does not have overt anti-takeover legislation. There is no stake-building control to alert a target company; there is no provision against virtual bids; post-bid undertaking is not legally binding on the bidder; the equivalent of the mandatory bid under the UK Takeover Code and the EU Directive is set at a much higher level so making it less costly for a bidder to obtain corporate control; there is no price control to protect minority shareholders. Yet the traditional symbiotic relationship between management and shareholders through cross-shareholdings and shareholder perks remains a major obstacle to a successful unsolicited takeover. Measures under Abe’s economic reform of three arrows have been introduced to increase the success of unsolicited takeover bids by reducing cross-shareholdings through tax incentive measures and increasing board independence through a soft-law based governance code. These are unlikely to have a major impact on removing the existing obstacles. Adopting the UK Takeover Code or the EU Takeover Directive would not cure the problem and would more likely entrench the existing situation.

Does Protectionist Anti-Takeover Legislation Lead to Managerial Entrenchment?

I study a protectionist anti-takeover law introduced in 2014 that covers a subset of all firms in the economy. The law decreased affected firms' likelihood of becoming the target of a merger or acquisition and had a negative impact on shareholder value. There is no evidence that management of those firms subsequently altered firm policies in its interest. Investment, employment, wages, profitability, and capital structure remain unchanged. The share of annual CEO compensation consisting of equity instruments increased by 8.4 percentage points, suggesting that boards reacted to the loss in monitoring by the takeover market by increasing the pay-for-performance sensitivity.

Antitakeover legislation and accounting conservatism: New evidence

We examine the effect of second-generation state antitakeover laws (ATLs) on accounting conservatism. We adopt a novel methodology that corrects for selection bias resulting from firms’ endogenous incorporation decision. Focusing on the period from when these ATLs became constitutional, we find a negative association between ATLs and conservatism. Our results suggest that ATLs decrease debtholder demand for conservatism by reducing agency costs of debt.

Critical Exposition of Japanese Takeover Law in an International Context

There is a common perception that the Japanese takeover market excludes foreign companies. But this is not because Japanese takeover law is designed to protect target companies. Comparing Japanese takeover law with the UK Takeover Code and the European Takeover Directive, this thematic and content- based investigation reveals that Japan does not have overt anti-takeover legislation. There is no stake-building control to alert a target company; there is no provision against virtual bids; post-bid undertaking is not legally binding on the bidder; the equivalent of the mandatory bid under the UK Takeover Code and the EU Directive is set at a much higher level so making it less costly for a bidder to obtain corporate control; there is no price control to protect minority shareholders. Yet the traditional symbiotic relationship between management and shareholders through cross-shareholdings and shareholder perks remains a major obstacle to a successful unsolicited takeover. Measures have been introduced to increase the success of unsolicited takeover bids by reducing cross-shareholdings through tax incentive measures and increasing board independence through a soft-law based governance code. These are unlikely to have a major impact on removing the existing obstacles. Adopting the UK Takeover Code or the EU Takeover Directive would not cure the problem and would more likely entrench the existing situation.

Corporate governance and green innovation

We study the relationship between corporate governance and firms׳ environmental innovation. Exploiting changes in antitakeover legislation in the US, we show that worse governed firms generate fewer green patents relative to all their innovations. This negative effect is greater for firms with a smaller share of institutional ownership, with a smaller stock of green patents, and with more binding financial constraints. Investigating regulatory and industry variations, we also find more pronounced effects for firms operating in states with lower pollution abatement costs, and in sectors less dependent on energy inputs. Overall, our results suggest that ineffective corporate governance may constitute a major obstacle to environmental efficiency.

Corporate Governance and the Environment: Evidence from Clean Innovations

We study the relationship between corporate governance and firms’ environmental innovation. Exploiting changes in antitakeover legislation in the US, we show that worse governed firms generate fewer green patents relative to all their innovations. This negative effect is greater for firms with a smaller share of institutional ownership, with a smaller stock of green patents, and with more binding financial constraints. Investigating regulatory and industry variations, we also find more pronounced effects for firms operating in states with lower pollution abatement costs, and in sectors less dependent on energy inputs. Overall, our results suggest that ineffective corporate governance may constitute a major obstacle to environmental efficiency.

The Market for Corporate Control and Accounting Conservatism

This study explores the governance role of accounting conservatism by investigating changes in financial reporting conservatism before and after the passage of state anti-takeover laws. Passage of these laws introduced an exogenous shock to the takeover threat faced by firms and constitutes a natural experiment for investigating the relation between financial reporting and governance free of endogeneity concerns. Employing a difference-in-differences methodology, we find that conditional accounting conservatism increased significantly after the passage of state anti-takeover legislation consistent with accounting conservatism acting as a substitute internal governance mechanism for the weakened external governance environment. We further conjecture and document that the resulting increase in conservatism is greater for firms operating in less competitive industries, firms with superior managers, and firms with lower institutional ownership. This evidence sheds light on how the financial reporting system interacts with corporate governance mechanisms in alleviating potential agency problems. *Callen is at the Rotman School of Management, 105 St. George St., Toronto, M5S 3E6, Canada. Ph. 416-946-5641. e-mail :callen@rotman.utoronto.ca. Corresponding Author. **Guan is at the Faculty of Business, City University of Hong Kong, Kowloon, Hong Kong SAR, China. email:yyguan@cityu.edu.hk. ***Qiu is at the Degroote School of Business, McMaster University, and 1280 Main St., Hamilton, L8S 4L8, Canada. email: qiu@mcmaster.ca.

Do Hostile Takeovers Stifle Innovation? Evidence from Antitakeover Legislation and Corporate Patenting

ABSTRACTI examine how strong corporate governance proxied by the threat of hostile takeovers affects innovation and firm value. I find a significant decline in the number of patents and citations per patent for firms incorporated in states that pass antitakeover laws relative to firms incorporated in states that do not. Most of the impact of antitakeover laws on innovation occurs 2 or more years after they are passed, indicating a causal effect. The negative effect of antitakeover laws is mitigated by the presence of alternative governance mechanisms such as large shareholders, pension fund ownership, leverage, and product market competition.

Do Hostile Takeovers Stifle Innovation? Evidence from Antitakeover Legislation and Corporate Patenting

This study argues that developed capital markets, through their monitoring and disciplining role, can significantly influence innovation and economic growth. Specifically, it examines how strong corporate governance proxied by the threat of hostile takeovers affects innovation. It uses a panel of 13,339 firms over the 1976-2000 period, patents and patent citations to measure the quantity and quality of innovation, and the enactment of state antitakeover laws as an exogenous decrease in the threat of hostile takeovers. It finds a decline in innovation for firms incorporated in states that pass antitakeover laws relative to firms incorporated in states that do not. Most of the impact of antitakeover laws on innovation occurs two or more years after they are enacted, indicating a causal effect. The negative effect of antitakeover laws is mitigated by the presence of alternative governance mechanisms such as large shareholders, pension fund ownership, financial leverage, and product market competition.

Governance and innovation

I examine the relation between the presence of governance provisions and corporate innovation for a sample of firms between 1984 and 1997. I find a positive relation between four proxies for innovation and the broad Gompers, Ishii, and Metrick (2003) Index. However, in subsample analyses, I find that only those provisions that officers and directors actively adopt are positively related to innovation; coverage by state-level antitakeover legislation is typically unassociated or negatively associated with innovation. The evidence suggests that it is the visibility of officers and directors' actions rather than the potency of the takeover protection that best explains the observed pattern.

Corporate Governance and Dividend Payout Policy: A Test Using Antitakeover Legislation

Managers strongly prefer not to pay dividends as dividend payouts reduce the amount of cash subject to managerial discretion (Easterbrook, 1984; Jensen, 1986). Previous empirical tests of the relationship between corporate governance and dividend payout policy employ endogenous measures of this agency problem. Using a relatively exogenous measure that incorporates state antitakeover laws and the differences‐in‐differences approach, our analysis indicates that dividend payout ratios and propensities fall when managers are insulated from takeovers. The impact of antitakeover laws on dividend payouts is more pronounced for firms with poor corporate governance and small firms.

The Market for Corporate Control and Accounting Conservatism

This study explores the governance role of accounting conservatism by investigating changes in financial reporting conservatism before and after the passage of state anti-takeover laws. Passage of these laws introduced an exogenous shock to the takeover threat faced by firms and constitutes a natural experiment for investigating the relation between financial reporting and governance free of endogeneity concerns. Employing a difference-in-differences methodology, we find that conditional accounting conservatism increased significantly after the passage of state anti-takeover legislation consistent with accounting conservatism acting as a substitute internal governance mechanism for the weakened external governance environment. We further conjecture and document that the resulting increase in conservatism is greater for firms operating in less competitive industries, firms with superior managers, and firms with lower institutional ownership. This evidence sheds light on how the financial reporting system interacts with corporate governance mechanisms in alleviating potential agency problems. *Callen is at the Rotman School of Management, 105 St. George St., Toronto, M5S 3E6, Canada. Ph. 416-946-5641. e-mail :callen@rotman.utoronto.ca. Corresponding Author. **Guan is at the Faculty of Business, City University of Hong Kong, Kowloon, Hong Kong SAR, China. email:yyguan@cityu.edu.hk. ***Qiu is at the Degroote School of Business, McMaster University, and 1280 Main St., Hamilton, L8S 4L8, Canada. email: qiu@mcmaster.ca.

The Market for Corporate Control and Accounting Conservatism

This study explores the governance role of accounting conservatism by investigating changes in financial reporting conservatism before and after the passage of state anti-takeover laws. The passage of these anti-takeover laws introduced an exogenous shock to the takeover threat faced by firms and constitutes a natural experiment for investigating the relation between financial reporting and governance free of endogeneity concerns. Employing a difference-in-differences methodology, we find that conditional accounting conservatism increased significantly after the passage of state anti-takeover legislation consistent with accounting conservatism acting as a substitute internal governance mechanism for the weakened external governance environment. We further conjecture and document that the resulting increase in conservatism is greater for firms operating in less competitive industries, firms with superior managers, and firms with lower institutional ownership. This evidence sheds light on how the financial reporting system interacts with corporate governance mechanisms in alleviating potential agency problems.

CEO Turnover and Takeover Threats: New Evidence from Antitakeover Legislation

To understand the interaction between internal control mechanisms and the market for control, using a difference-in-difference methodology, we examine CEO turnover following an exogenous decline of takeover threats---second generation of antitakeover legislation in the U.S. Different from previous research using only time series variation in CEO turnover, it is shown that, compared to a control group, the sensitivity of CEO turnover to performance increased for the firms affected by the laws. The increases are both statistically and economically significant. We also find that the increases in the sensitivity of CEO turnover to performance are concentrated in the firms with stronger board monitoring. Our results suggest that internal control mechanisms and the market for control may be substitutes instead of complements.

Are Entrenched Managers Less Likely to Pay Dividends? A Test Using Antitakeover Legislation

Agency theory predicts that managers strongly prefer not to pay dividends because they reduce the amount of cash subject to managerial discretion. Managers with large holdings of stock options also have more incentive to reduce dividend payouts, because they prefer capital gains to income gains. Previous empirical tests of the relations between managerial entrenchment and dividend payouts employ endogenous measures of this agency problem. Using a relatively exogenous measure that incorporates state antitakeover laws, this paper empirically tests the effects of managerial entrenchment on dividend policy for a large number of U.S. industrial firms over the period 1981-1993. Consistent with theoretical predictions, our analysis using the differences-in-differences approach shows that dividend-payout propensities and ratios are lower when managers are insulated from takeovers. Our findings are robust, irrespective of alternative explanations, sample selection methods, and regression specifications.

CEO Turnover and Takeover Threats: New Evidence from Antitakeover Legislation

CEO Turnover and Takeover Threats: New Evidence from Antitakeover Legislation

The Choice of Corporate Liquidity and Corporate Governance

This paper uses the second-generation antitakeover legislation as a natural experi- ment to understand corporate governance in‡uence on managerial decisions, speci…cally by examining in‡uences on …rms'liquidity choices between cash and loan commitments. These choices dier primarily in the allocation of ex-post control rights of …rms'liquid- ity reserves, which may lead to disagreement among stakeholders about …rms'liquidity choices. The resulting decisions are strongly in‡uenced by their relative bargaining pow- ers, i.e., corporate governance. The introduction of antitakeover laws during the 1980s and 1990s weakened managerial discipline by reducing the threat of takeover. Subse- quently, …rms with bad internal governance tended to increase cash holdings relative to loan commitments, but this tendency was signi…cantly weaker for …rms with good inter- nal governance. This is consistent with the optimizing behavior of management which balances private bene…ts of cash against fewer control challenges provided by increased oversight of loan commitments. Findings suggest the choice of corporate liquidity is a channel for corporate governance, and large cash holdings may be a sign of con…dence in good management.

Identifying Control Motives in Managerial Ownership: Evidence from Antitakeover Legislation

This study uses the introduction of second-generation antitakeover legislation as a natural experimental setting to infer the value that managers place on the control rights conferred by stock ownership. We conjecture that managers will reduce their stockholdings in the post-legislation period because they can ensure their prior level of control while holding fewer risky shares. Using a variety of specifications, we find robust evidence consistent with this “revealed preference” hypothesis. Further demonstrating the key role played by control considerations in managers' stockholding decisions, the reductions in ownership are concentrated in management teams with higher levels of initial ownership and in firms without poison pills.