Examining 128 tender offer bids made from 1980 through 1987, we categorize outside directors as either independent of or having some affiliation with managers, and find that bidding firms on which independent outside directors hold at least 50% of the seats have significantly higher announcement-date abnormal returns than other bidders. However, the relationship between bidding firms' abnormal stock returns and the proportion of board seats held by independent outside directors is nonlinear, suggesting it is possible to have too many independent outside directors. All results are lost if the traditional inside-outside board classification method is used.

We examine explanations for corporate financing-, dividend-, and compensation-policy choices. We document robust empirical relations among corporate policy decisions and various firm characteristics. Our evidence suggests contracting theories are more important in explaining cross-sectional variation in observed financial, dividend, and compensation policies than either tax-based or signaling theories.

Abstract Reviews the book `Off-Balance Sheet Activities,' edited by Joshua Ronen, Anthony Saunders and Aswinpaul C. Sondhi.

IN A STIMULATING RECENT PAPER, Abreu and Matsushima (1992) (hereafter A-M) show how a class of social choice functions can be virtually implemented in iteratively undominated strategies. This work has several important features: the mechanisms used are finite and not too difficult to understand, and so less objectionable in this regard than many in the literature; the class of social choice functions implemented is large; and the solution concept-Nash equilibrium determined uniquely by iterative elimination of strongly dominated strategies-is relatively uncontroversial. The point of this note is to argue that the mechanisms used by A-M unfortunately tend to generate games in which the iterative removal of strongly dominated strategies sometimes is indeed (or ought to be) controversial.2 We proceed by first examining an example of a related but simpler implementation problem in which the argument is easily exposed, then indicating how the argument applies generally in the A-M setup. Consider the following much-discussed two-player coordination game:

This article presents an equilibrium model of a dual labor market. Firms are assumed to be identical ex ante, and dualism arises endogenously. The dual labor market outcome is supported by efficiency wage and search considerations. Firms choose wage/effort requirement packages optimally given optimal search and effort choice by workers, and vice versa. We prove existence and investigate the occurrence and nature of dual labor market equilibria.

This paper investigates the sources and methods used to construct the aggregate data on consumer spending in the United States, searching especially for imperfections that may have implications for the outcome of empirical work. The paper identifies two such imperfections: sampling error and compositional error. It then presents several examples intended to illustrate that these imperfections may be empirically important and that appropriate remedies for them often can be devised. The paper concludes by suggesting some guidelines for empirical practice.