Directors’ Recommendations in Takeovers: An Agency and Governance Analysis
研究目标公司董事在收购中的推荐是否符合股东利益，发现推荐更与董事自身利益相关，而非股东利益，且常见治理措施无法解决这一代理问题。
Abstract: This paper evaluates whether directors of target companies make response recommendations in takeovers which are consistent with the interests of shareholders, by examining the relationship between target director recommendations and associated takeover characteristics and ownership and corporate governance characteristics of target companies. The findings suggest that response recommendations appear to be more closely associated with the self‐interest of directors rather than shareholders’ concerns, and that common governance initiatives aimed at aligning the interests of shareholders and managers are ineffective in resolving this agency problem. The results suggest the need for legislative or judicial reforms in Australia to encourage takeover activity and reduce takeover hostility.