双重董事与公司分拆治理

Dual Directors and the Governance of Corporate Spinoffs

ACADEMY OF MANAGEMENT JOURNAL · 2015
被引 34
人大 A+FT50UTD24ABS 4*

中文导读

研究双重董事(同时在母公司和分拆公司任职的董事)如何影响分拆后双方关系及绩效,发现双重董事在分拆公司高度依赖母公司时会损害其利益。

Abstract

This paper investigates how “dual directors” enable firms that undertake corporate spinoffs to manage their post-spinoff relationships with the firms they divest, as well as the performance implications of dual directors serving simultaneously on these companies’ boards. While the presence of dual directors is positively associated with the average stock market returns of parent and spinoff firms, their presence is also increasingly positively associated with parent firm performance, but increasingly negatively associated with spinoff firm performance as the share of sales a spinoff firm makes to its parent firm rises. These findings show that, while dual directors give a parent firm power over its spinoff firm, dual directors only exercise that power at the spinoff firm’s expense when that company is highly dependent on its parent firm.

公司治理资产剥离董事会企业分拆公司绩效