Working Paper: CEPR ID: DP8794
Authors: Mike Burkart; Konrad Raff
Abstract: We propose that an active takeover market provides incentives by offering acquisition opportunities to successful managers. This allows firms to reduce performance-based compensation and can rationalize loss-making acquisitions. At the same time, takeovers remain a substitute for board dismissal in the replacement of poorly performing managers. The joint impact of the two mechanisms on managerial turnover is, however, multi-faceted: In firms with strong boards, turnover and performance-based pay are non-monotonic in the intensity of the takeover threat. In firms with weak boards, turnover (performance-based pay) increases (decreases) with the intensity of the takeover threat. When choosing its acquisition policy and the quality of its board, each firm ignores the adverse effect on other firms' acquisition opportunities and takeover threat. As a result, the takeover market is not sufficiently liquid and too few takeovers occur.
Keywords: Board Interference; CEO Turnover; Compensation; Takeover
JEL Codes: G34
Edges that are evidenced by causal inference methods are in orange, and the rest are in light blue.
| Cause | Effect |
|---|---|
| Takeover market (G34) | Managerial performance incentives (M52) |
| Takeover market (G34) | Agency costs (G39) |
| Board quality (L15) | Managerial turnover (J63) |
| Takeover threat (G34) | Managerial turnover (J63) |
| Takeover threat (high) (G34) | Managerial turnover (strong boards) (G34) |
| Takeover threat (increased) (G34) | Managerial turnover (weak boards) (G34) |
| Takeover threat (G34) | Performance-based pay (weak boards) (J33) |