董事会与反收购条款:评估代理理论视角的价值

Boards of Directors and Shark Repellents:Assessing the Value of an Agency Theory Perspective

JOURNAL OF MANAGEMENT STUDIES · 2000
被引 66
人大 AFT50ABS 4

中文导读

研究检验了代理理论对董事会采用反收购条款的解释力,发现只有董事会持股(尤其是员工董事持股)与减少采用相关,而CEO任命内部董事比例和高管薪酬差距则与更多采用相关,表明代理理论解释力有限,需考虑其他理论如管家理论。

Abstract

Because shark repellents decrease the vulnerability of firms (and their incumbent managers) to the market for corporate control, the decision to adopt these devices represents an excellent test of agency theory. In this empirical study, we examined the relationships between the adoption of shark repellents and several mechanisms that, according to agency theory, should align the interests of corporate board members and shareholders and/or make directors more effective monitors of management behaviour. Of the variables included, only board stock ownership (especially by employee directors) was linked to a reduced propensity to adopt shark repellents in the predicted manner. Two variables not immediately as‐ sociated with agency theory — the proportion of inside directors appointed by the incumbent chief executive officer (CEO) and a lower ratio of CEO compensation to the compensation of other top executives — were linked to higher rates of shark repellent adoption. Given that agency theory explains relatively little of the variance in shark repellent adoption, we advocate serious consideration of other theoretical formulations for corporate governance, including two approaches — stewardship theory and agent morality — that take the moral (‘other regarding’) obligations of directors seriously.

公司治理代理理论反收购条款董事会高管薪酬