CEO influence on the board of directors: Evidence from corporate spinoffs
利用分拆公司组建新董事会的机会,研究发现当分拆公司CEO由母公司CEO兼任时,董事会结构与同行相似;否则董事会更注重监督,CEO薪酬和更替决策也更有利于股东。
Abstract We utilize a sample of spinoff firms that need to form a new board of directors, to shed light on the chief executive officer (CEO) influence hypothesis. We find spinoff boards with a CEO who was the parent firm CEO to be similarly structured to the boards of industry and size‐matched peers, whereas spinoff boards with nonparent CEOs are structured for greater monitoring. Consistent with our board structure results, the CEO compensation and replacement decisions of parent CEO spinoff boards are more lenient toward spinoff CEOs, whereas those of nonparent CEO spinoff boards are more consistent with protecting shareholder benefits.