Decision Making in Acquisitions: The Effect of Outside Directors’ Compensation on Acquisition Patterns
研究了外部董事的股票和期权薪酬如何影响公司收购频率，发现两者呈倒U型关系，且期权效果受董事会构成调节，支持双重代理模型。
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’ incentives but also outside directors’ incentives should be aligned with the shareholder value creation.