Do Classified Boards Deter Takeovers? Evidence from Merger Waves
利用行业并购浪潮识别分类董事会是否阻止收购，发现分类董事会显著降低公司被收购的可能性，尤其在并购浪潮中效果更强。
Abstract We exploit the arrival of industry-wide synergistic merger waves to identify whether classified boards deter takeover bids. In a stylized model, we show that when target classified boards are costly to bidders, their negative effect on takeover likelihood should be more pronounced during merger waves. Using a sample of takeover bids in the United States between 1990 and 2016, we find strong evidence supporting this prediction. The results are robust to accounting for the benefits of classified boards and controlling for other antitakeover provisions. Our findings suggest that classified boards effectively reduce a firm’s exposure to the takeover market.