Agency costs of board connections and director retention: evidence from UK takeovers

Abstract

Purpose The purpose of this paper is to investigate whether ex ante board connections and director retention result in agency costs to target company shareholders in the form of reduced payment in mergers and acquisitions transaction. Design/methodology/approach The authors employ detailed data of ex ante board connection and director retention in the mergers and acquisition in the UK from 1999 to 2015. Ex ante board connections are measured as proportion of target and acquirer companies’ directors worked on the same board at any time prior to the takeover, while director retention is measured as proportion of target companies’ directors remains on board after the takeover is completed. For mergers and acquisition payment characteristics, the authors examine takeover premium, cash payment percentage and offer price adjustment. Findings The authors find that ex ante board connections and director retention lead to reduced offer prices and lower proportions of cash payment. Notably, when there is no connection and target directors are not retained, the authors find that the bidding companies increase their final offer by £14m more than in other scenarios. The authors also document strong evidence that ex ante board connections lead to a higher probability of director retention. Originality/value The paper highlights that ex ante board connections and director retention will lead to a significant cost on target company shareholders. The authors recommend that a more detailed set of information on ex ante board connections and intended target board retention should be disclosed.

Agency costs in the market for corporate control: evidence from UK takeovers

“…State laws, corporate bylaws and anti-takeover provisions limit the effectiveness of the market for corporate control as a disciplinary tool in US markets and its usefulness as a setting for this study (for example, Baysinger and Butler, 1985; Bebchuk et al , 2009; Li et al , 2019). Given the UK context of our study, where anti-takeover provisions are disallowed and when compared to findings of US studies, our results imply some support for the effectiveness of an open merger policy, should regulators desire a functional market for corporate control (Agrawal and Jaffe, 2003; Rhodes-Kropf et al , 2005; Powell and Yawson, 2007; Loderer and Waelchli, 2015).…”