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Journal of Finance Vol. 66 No. 5 2011

Concentrating on Governance

Dalida Kadyrzhanova1,2; Matthew Rhodes–Kropf3,4

1 Federal Reserve · 2 Federal Reserve Board of Governors · 3 National Bureau of Economic Research · 4 Johnson Matthey (United States)

open access

Abstract

This paper develops a novel trade‐off view of corporate governance. Using a model that integrates agency costs and bargaining benefits of management‐friendly provisions, we identify the economic determinants of the resulting trade‐offs for shareholder value. Consistent with the theory, our empirical analysis shows that provisions that allow managers to delay takeovers have significant bargaining effects and a positive relation with shareholder value in concentrated industries. By contrast, non‐delay provisions have an unambiguously negative relation with value, particularly in concentrated industries. Our analysis suggests that there are governance trade‐offs for shareholders and that industry concentration is an important determinant of their severity.

DOI
10.1111/j.1540-6261.2011.01684.x
Volume
66
Issue
5
Pages
1649-1685
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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