Governance mandates, outside directors, and acquirer performance
利用英国两次政府主导的董事会结构指令,发现外部董事比例增加能提升收购方在公开收购中的绩效,但对私有目标收购无显著影响。
We use hand-collected board data around the issuance of two distinct government-led board structure mandates in the U.K. to establish the effect of outside directors on acquirer performance. Increases in outside director representation are associated with better acquirer returns in deals involving listed targets, but not when the target is private. These results are consistent with greater outside director reputational exposure when publicity is high. While we do not advocate mandated board structures, our evidence suggests that the particular diktats we examine were associated with improved acquirer performance in public firm takeovers. We present corroborating evidence from the U.S. around a similar reform period.