2007
DOI: 10.1177/0149206306296576
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Decision Making in Acquisitions: The Effect of Outside Directors’ Compensation on Acquisition Patterns

Abstract: This article examines how the compensation paid for outside directors affects firms’ acquisition behavior. Using panel data of Standard & Poor’s 1500 firms between 1996 and 2002, the authors find that stock and stock option pay for outside directors are related in an inverted U-shaped manner to a firm’s acquisition rate and that for stock options, this relationship is moderated by board composition. Their findings suggest a dual agency model of corporate governance, according to which not only executives’ … Show more

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Cited by 77 publications
(73 citation statements)
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References 152 publications
(199 reference statements)
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“…Upper echelons theory suggests that bounded rationality and other cognitive biases play important roles in many strategic decisions (Hambrick, 2007). In the context of mergers and acquisitions, acquiring firm leaders' 55 hubris (Hayward & Hambrick, 1997), narcissism (Chatterjee & Hambrick, 2007) and self-interest (e.g., Deutsch, Keil, & Laamanen, 2007;Gamache, McNamara, Mannor, & Johnson, 2014;Devers, McNamara, Haleblian, & Yoder, 2013) have been shown to influence decisions in the deal-making phase. Leaders' prior experience (e.g., Walters, Kroll, & Wright, 2008;McDonald et al, 2008), functional position (Melone, 1994), gender (e.g., Chen, Crossland, & Huang, 2014), tenure and educational background (Nadolska & Barkema, 2014) also influence decisions regarding whether to acquire a firm and how much to pay.…”
Section: Decision-makingmentioning
confidence: 99%
“…Upper echelons theory suggests that bounded rationality and other cognitive biases play important roles in many strategic decisions (Hambrick, 2007). In the context of mergers and acquisitions, acquiring firm leaders' 55 hubris (Hayward & Hambrick, 1997), narcissism (Chatterjee & Hambrick, 2007) and self-interest (e.g., Deutsch, Keil, & Laamanen, 2007;Gamache, McNamara, Mannor, & Johnson, 2014;Devers, McNamara, Haleblian, & Yoder, 2013) have been shown to influence decisions in the deal-making phase. Leaders' prior experience (e.g., Walters, Kroll, & Wright, 2008;McDonald et al, 2008), functional position (Melone, 1994), gender (e.g., Chen, Crossland, & Huang, 2014), tenure and educational background (Nadolska & Barkema, 2014) also influence decisions regarding whether to acquire a firm and how much to pay.…”
Section: Decision-makingmentioning
confidence: 99%
“…From an AT point of view, therefore, independent outside directors play an important role in shaping the strategic behavior of the firm (Deutsch, Keil, & Laamanen, 2007). However, outside directors' role in monitoring and providing strategic advice has not received strong support from empirical research, as it shows little effect on organizational functioning and firm performance (Daily, Certo, Dalton, & Roengpitya, 2003;Daily & Dalton, 1994;Dalton, Daily, Ellstrand, & Johnson, 1998).…”
Section: At Research On Monitoring and Risk Taking Because Incentivementioning
confidence: 99%
“…In addition, agency theory arguments have been used to explain strategic decisions such as diversification (Denis, Denis, & Sarin, 1999;Goranova, Alessandri, Brandes, & Dharwadkar, 2007;Kochhar, 1996;Markides & Singh, 1997;Matsusaka, 2001), corporate mergers (Reuer & Miller, 1997), and takeover defenses (Frankforter, Berman, & Jones, 2000). Other studies (e.g., Deutsch, Keil, & Laamanen, 2007;Reuer & Miller, 1997;Yoshikawa & Phan, 2005;Zahra, 1996) have used agency theory arguments to examine the relationships between governance mechanisms and firm behavior.…”
Section: Theoretical Perspectives In the Study Of Entry Mode Choicementioning
confidence: 99%