Does Takeover Activity Cause Managerial Discipline? Evidence from International M&A Laws
利用各国并购法律出台的时间差异，研究发现收购威胁能促使董事会更替表现不佳的CEO，尤其在投资者保护较弱的国家，从而加强管理层纪律。
This paper exploits the staggered initiation of takeover laws across countries to examine whether the threat of takeover enhances managerial discipline. We show that following the passage of takeover laws, poorly performing firms experience more frequent takeovers; the propensity to replace poorly performing CEOs increases, especially in countries with weak investor protection; and directors of targeted firms are more likely to lose board seats following corporate-control events. Our findings suggest that the threat of takeover causes managerial discipline through the incentives that the market for corporate control provides to boards to monitor managers.