Impact of Classified Board on M&A Target Shareholder Value: Nurturing Innovation through Entrenchment
Author | Chaehyun Kim,Hyeongsop Shim,Shinwoo Kang |
Date | 01 March 2020 |
Published date | 01 March 2020 |
DOI | http://doi.org/10.1111/irfi.12205 |
Impact of Classified Board on M&A
Target Shareholder Value:
Nurturing Innovation through
Entrenchment*
CHAEHYUN KIM
†
,SHINWOO KANG
‡
AND HYEONGSOP SHIM
§
†
Management Engineering at School of Business Administration, Ulsan National
Institute of Science and Technology, Ulsan, South Korea
‡
School of Business, Sejong University, Seoul, South Korea and
§
College of Business & Economics, Gachon University, Seongnam, South Korea
ABSTRACT
We find that classified board in the M&A target firm is positively related to the
target shareholder value, but only for firmswithbothintensiveR&Dinvest-
ment and strong external governance. We also find that firms with classified
board exhibit superior quality innovation when they have both intensive R&D
investment and strong external governance. These findings are consistent with
the view that classified board provides long-term perspectives that promote pro-
ductive but risky R&D investment, which is highly valued in M&A. Our find-
ings are distinct from the view expressedinextantliteraturethatclassified
board enhances target shareholder value because of stronger bargaining power.
JEL Codes: G30; G34; K22
Accepted: 10 May 2018
I. INTRODUCTION
It is a long-standing debate whether a classified board is beneficial or deleterious
to target shareholders in mergers and acquisitions. While its opponents argue
that the managerial entrenchment effect engendered by the delay in replacing
underperforming management may lead to a fall in target shareholder value,
recent studies suggest a neutral or even positive effect. The main argument for
its positive effect is that the stronger bargaining power arising from the protec-
tion of target boards and managers helps fend off opportunistic bids and results
in higher valuation from acquirers. A different strand of research provides
* Chaehyun Kim acknowledges financial support from Global Ph.D. Fellowship Program through
the National Research Foundation of Korea (NRF) funded by the Ministry of Education
(2015H1A2A1034386) and Human Resources Program in Energy Technology through the Korea
Institute of Energy Technology Evaluation and Planning (KETEP) funded by the Ministry of Trade,
Industry & Energy (20164010201030).
© 2018 International Review of Finance Ltd. 2018
International Review of Finance, 20:1, 2020: pp. 261–273
DOI: 10.1111/irfi.12205
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