Board Composition, Board Effectiveness, and the Observed Form of Takeover Bids
研究发现，收购方在决定收购要约类型和初始溢价时会考虑目标公司的董事会特征。CEO兼任董事会主席的公司更可能收到绕过谈判的直接要约，这类要约成功率更高，且为目标股东带来更高收益。
We show that bidding firms consider target board characteristics when deciding takeover offer types and initial offer premiums. We study a sample of 436 proposed negotiated mergers and bypass offers. Firms with individuals holding the titles of both chief executive officer (CEO) and board chair are more likely to receive bypass offers. These offers are more likely to be successful and generate higher target shareholder gains over the takeover offer period. When the target's board is independent, the target is less likely to receive a high premium and the offer is less likely to succeed. Copyright 2004, Oxford University Press.