scholarly journals The Urge to Merge: The Role of Governance Structures in Mergers and Acquisitions

1970 ◽  
Vol 13 (2) ◽  
pp. 151-166
Author(s):  
Catherine Daily ◽  
Dan Dalton
Keyword(s):  
Decision Making ◽  
Mergers And Acquisitions ◽  
Board Of Directors ◽  
Board Composition ◽  
Outside Directors ◽  
Target Firm ◽  
Target Firms ◽  
The Board Of Directors ◽  
The Relationship

The 1990s have witnessed merger and acquisition activity which rivals that of the 1980s "merger mania." As firms continue to consolidate either within industries or across industries it is appropriate to investigate those aspects of a target firm which might attract a bidder. The board of directors, a central decision-making body in the corporation, may provide insights into this process. This study investigates the relationship between board composition and size and the incidence of a firm being targeted for a merger or acquisition. Results of a logistic regression analysis of a matched set of target firms and firms not targeted for merger or acquisition reveal that target firms have higher proportions of independent outside directors and more total numbers of directors. Moreover, we find that target firms have greater exposure to institutional investors.

scholarly journals Which Demographic Characteristics of Directors Affected the Company Risk Level?

2017 ◽  
Vol 9 (4) ◽  
pp. 119 ◽  
Author(s):  
Andrea Lippi ◽  
Maria Luisa Di Battista
Keyword(s):  
Decision Making ◽  
Board Of Directors ◽  
Educational Level ◽  
Equity Capital ◽  
Demographic Characteristics ◽  
Risk Level ◽  
Board Composition ◽  
Work Experiences ◽  
The Board Of Directors ◽  
The Relationship

The board of directors is a group of people whose decision making can affect company life. In particular, the decision to have more liabilities than equity capital, makes a firm more aggressive than others in the market. The aim of this paper is to test the relationship between some demographic characteristics of directors and the firm’s propensity to risk. In particular our analysis consider gender, age of the directors, independence and educational level. Moreover work experiences are considered. The results obtained should be considered by regulators and firm statutes as guidelines for future board composition.

Board of directors' characteristics and corporate risk disclosure: the moderating role of family ownership

2020 ◽  
Vol 15 (2) ◽  
pp. 219-252
Author(s):  
Malek Hamed Alshirah ◽  
Azhar Abdul Rahman ◽  
Ifa Rizad Mustapa
Keyword(s):  
Board Of Directors ◽  
Family Ownership ◽  
Risk Disclosure ◽  
Content Type ◽  
The Board Of Directors ◽  
Corporate Risk ◽  
The Relationship ◽  
Moderating Role ◽  
Level Of Risk

PurposeThis study aims at examining the level of risk of disclosure practices and the effect of four board of directors' characteristics (board size, board meetings, CEO duality and board expertise) on these practices in the Jordanian context. This study also adds to the body of literature by examining the moderating effect of family ownership on the relationship between the board of directors' characteristics and the corporate risk disclosure.Design/methodology/approachThe sample of this study contains the non-financial Jordanian firms listed on Amman Stock Exchange (ASE). 376 annual reports of the sampled firms over four years from 2014 to 2017 were used. The content analysis approach was used to collect data and to determine the level of risk disclosure by computing the number of risk-related sentences in the annual reporting. To test the study's hypothesis, the random effect model was employed.FindingsThe empirical results show that the total of the risk disclosure sentences for each firm ranges from a minimum value of 2 sentences to a maximum value of 61 sentences, and the mean of CRD is 28 sentences. The results also indicate that the board expertise is positively related with the level of risk disclosure. Conversely, CEO duality has a negative impact on the risk disclosure practices. However, the results failed to support that the board size and the board meetings have a significant effect on the level of risk disclosure. Furthermore, the study demonstrated that the family ownership moderates the relationship between the board of directors and the corporate risk disclosure.Practical implicationsThe finding of this study is more likely be useful for many concerned parties, researchers, authorities, investors and financial analysts alike in understanding the current practices of the risk disclosure in Jordan, thus helping them in reconsidering and reviewing the accounting standards and improving the credibility and transparency of the financial reports in the Jordanian capital market.Originality/valueThe current study contributes to the literature of risk disclosure because the previous research has paid little attention to this topic in Jordan. To the best knowledge of the researcher, this study is the first Jordanian study that focuses on examining the relationship between the board of directors' characteristics and the corporate risk disclosure in the non-financial sector. Furthermore, it is the first study that examines the moderating role of family ownership on such relationships. Consequently, the results of the current study draw attention to the CRD practices and the monitoring role of board of directors in Jordan.

An agency perspective on the board of directors and corporate entrepreneurship

2017 ◽  
Vol 40 (11) ◽  
pp. 1201-1215
Author(s):  
Mark A. Tribbitt ◽  
Yi Yang
Keyword(s):  
Board Of Directors ◽  
Negative Relationship ◽  
Corporate Entrepreneurship ◽  
Publicly Traded ◽  
Content Type ◽  
The Board Of Directors ◽  
Publicly Traded Firms ◽  
Using Data ◽  
The Relationship

Purpose The purpose of this study is to examine the relationship between board dependence, antitakeover provisions and their influence on corporate entrepreneurship (CE). Design/methodology/approach The study uses agency theory as a framework to expand on the board dependence–CE relationship by injecting the moderating role of antitakeover provisions to the model. Using data collected from 350 publicly traded firms, a panel regression analyses was conducted on both innovation and venturing components of CE. Findings The findings of this study show a negative relationship between board dependence and CE. Further this study shows that such a negative relationship becomes weaker when higher levels of antitakeover provisions are injected into the model. Research limitations/implications This study was conducted using a sample of large publicly traded firms within the information and manufacturing sectors, and so our findings may not be generalizable to firms in other contexts. Further, other variables representing CE (e.g. new product introductions) may add to this line of research in the future. Practical implications Understanding the role of board of directors within a firm may help foster CE throughout the organization. Originality/value This study expands on existing research by incorporating the influence of environmental factors (e.g. antitakeover provisions) and examining the relationship between corporate governance and CE using both measures of innovation and venturing.

15. Directors

2021 ◽  
pp. 406-453
Author(s):  
Derek French
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Court Cases ◽  
Public Companies ◽  
Legal Principles ◽  
Corporate Governance Code ◽  
The Board Of Directors ◽  
The Uk ◽  
The Relationship

This chapter explores the role of directors in corporate governance. Rules on appointment and removal of a company’s directors are considered, followed by public disclosure of the names of directors and their work as a board, their remuneration and their powers of management. The chapter also considers the legal categorisation of directors, whether as fiduciaries, agents or trustees; the relationship between directors and shareholders of public companies; transparency; and general legal principles regarding the board of directors. Relevant legislation such as the Companies Act 2006 and the UK Corporate Governance Code, as well as particularly significant court cases, are mentioned.

scholarly journals Does the Diversity of Directors Moderates the Relationship between Prudently Governed Corporate Board and Decision to Pay the Dividend?

2018 ◽  
Vol 2 (2) ◽  
pp. 60-64
Author(s):  
Nauman Iqbal Mirza ◽  
Qaiser Ali Malik
Keyword(s):  
Corporate Governance ◽  
Board Of Directors ◽  
Panel Data Analysis ◽  
Corporate Board ◽  
Earnings Per Share ◽  
The Board Of Directors ◽  
The Relationship ◽  
Moderating Role ◽  
Nationality Diversity

This study evaluates the moderating role of diversity in the board of directors on the relationship between Corporate Governance and dividend decisions of listed companies of Pakistan. This study further explores relationship between conventional accounting variables and dividend decisions. Multifaceted diversity of the board of directors encompassing age, experience and nationality is examined. Panel Data Analysis is used to measure the cause and effect relationship among the variables. General to specific modelling is used by including all the potential regressors. Results depict that Firm Size, Leverage and Experience Diversity of Board negatively effects the Dividend Decisions, while Earnings per Share, CEO Duality, Directors Nationality and Age effects positively. Furthermore Age and Nationality Diversity of directors significantly moderate the relationship between Corporate Governance and Dividend Decisions.

scholarly journals What Are Companies For?

2022 ◽  
pp. 51-68
Author(s):  
Pablo Cardona ◽  
Carlos Rey
Keyword(s):  
Board Of Directors ◽  
Fundamental Question ◽  
Three Dimensions ◽  
The Board Of Directors ◽  
Definition Of ◽  
Clear Idea ◽  
The Relationship ◽  
A Company ◽  
Specific Definition

AbstractManagement by missions (MBM) starts by asking a fundamental question: What is your company for? It seems reasonable to assume that an organization and its members should have a clear idea of why they exist. In practice, however, that is not always the case. Very often, there is great confusion and conflict of opinion on this point, even within the board of directors or executive committee. In this chapter, we explore this fundamental question first by discussing the role of profit in business (as a mean or an end). Then we propose a specific definition of purpose as the synthesis of the ends of a company. We then introduce the three dimensions of an effective purpose: Authenticity, Coherence and Integrity. Finally, we discuss the relationship between personal and corporate purpose.

scholarly journals Board Structures and Financial Performance of UK Top Firms: An Investigation of the Moderating Role of the Directors’ Compensation

2015 ◽  
Vol 9 (3) ◽  
pp. 219
Author(s):  
James O. Alabede ◽  
Tony Muff
Keyword(s):  
Corporate Governance ◽  
Financial Performance ◽  
Board Composition ◽  
Outside Directors ◽  
Corporate Board ◽  
Financial Compensation ◽  
The Uk ◽  
The Relationship ◽  
Moderating Role

Although several studies have empirically investigated the connection between corporate governance structures and financial performance, evidence from the literature indicates that findings from these studies are inconsistent, hence inconclusive. In this light, some scholars suggest that the inconsistency in the findings could be an indication that there is factor(s) moderating the relationship between the two variables. For this reason, we investigate how corporate board structures relate to financial performance and the effect of directors’ financial compensation on such relationship using samples of the UK top firms. The findings of the study suggest that board composition is positively associated with financial performance (Tobin q). Other than that, the study also indicates that the effect of directors’ financial compensation interacts positively with board composition to influence financial performance. By implication, this finding demonstrates that financial rewards to the outside directors play an inevitable role in influencing the relationship between corporate board and financial performance.

scholarly journals Effect of Board’s Skills on Stakeholder Value

2016 ◽  
Vol 6 (4) ◽  
pp. 84-100
Author(s):  
Ines Chaabouni ◽  
Anis Jarboui
Keyword(s):  
Cognitive Function ◽  
Board Of Directors ◽  
Firm Value ◽  
Structural Equations ◽  
Direct Impact ◽  
The Board Of Directors ◽  
Mediator Role ◽  
The Relationship

The aim of this paper is to discuss the effect of the board’s capital on the firm value by the intermediation of the board’s functions. We took a sample of 73 Tunisian public limited companies and we tested the direct impact of the board’s functions on the firm value and its mediator role on the relationship between board’s capital and firm’s value by using structural equations. Our results show that only the board’s cognitive function has an impact on shareholder and stakeholder value. In fact, the board’s disciplinary function loses its signification by integrating the skills and competencies of directors. Moreover, the board’s cognitive function plays a mediator role between the board’s capital and the firm’s value. Our study aims to stress the new role of the board of directors as a provider of skills and expertise that can ameliorate the value of the firm by assisting the manager in making adequate decisions.

scholarly journals Propositions and Future Directions of Marketers’ Relationship Effectiveness in Mergers and Acquisitions Integration

2020 ◽  
Author(s):  
Mohd Haniff Jedin ◽  
Norsafinas Md Saad
Keyword(s):  
Mergers And Acquisitions ◽  
Quantitative Research ◽  
Success Factors ◽  
Target Firm ◽  
Future Directions ◽  
Longitudinal Approach ◽  
Relationship Effectiveness ◽  
The Relationship

Research on marketing integration related to mergers and acquisitions (M&A) has paid little attention to the combination of similar resources between two similar departments, particularly in the M&A context. Furthermore, existing research does not clearly demonstrate the role of relationship among marketers within the amalgamation process between acquirer and target firm. Hence, this paper addresses a few propositions that relate to strengthening the relationship effectiveness among the marketers in both firms, which at the same time uphold the M&A performance. Collaboration and interaction are proposed as drivers to increase optimistic relationship among the marketers. A quantitative research design is suggested as this method is not popular compared to qualitative methods such as case study, event-study and longitudinal approach in M&A. Drawing from the extant literature, propositions are developed and future directions are presented elaborating success factors to improve M&A integration performance.  

BOARD OF DIRECTORS AS A FACTOR OF FIRM PERFORMANCE IN INNOVATIVE COMPANIES

2019 ◽  
Vol 23 (06) ◽  
pp. 1950060
Author(s):  
IRINA BEREZINETS ◽  
KIRILL BEREZKIN ◽  
YULIA ILINA ◽  
IRINA NAOUMOVA
Keyword(s):  
Firm Performance ◽  
Emerging Markets ◽  
Board Of Directors ◽  
Public Companies ◽  
Composition And Structure ◽  
The Board Of Directors ◽  
The Impact ◽  
The Relationship ◽  
D Investment

The emerging markets undergo constant transformations and changes, and thus, a change of strategy can be critical for companies. However, the impact of R&D investment on firm performance and the role of the board of directors that makes decisions about a company’s innovative activities remain inconclusive. This paper investigates the relationship between a board of directors’ composition and structure in innovative companies and firm performance. Using the panel data of innovative Russian public companies that made R&D investments in 2011–2013, we found a positive relationship between the boards’ independence and ROA as an indicator of firm performance. Moreover, it was shown that innovative companies that establish a strategy committee will on average have a higher ROA ratio than innovative companies without such a committee. Innovative firms in emerging markets might consider creating strategic committees and increasing board independence to enhance their performance and increase the number of successful R&D investments.

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