Entrenchment vs long-term benefits: classified boards and CSR

PurposeAlthough most corporate directors face reelection by shareholders each year, directors of companies with classified boards are elected for multiple-year terms. Classified boards may engender managerial entrenchment, which may make directors less responsive to shareholders’ interest in corporate social responsibility (CSR). Alternatively, classified boards may engender a longer-term focus, which could make the board more willing to engage in projects with longer-term benefits, such as CSR. This study aims to assess whether larger boards, with potentially more diverse voices, may be positively related to CSR, and a larger board may change the classified boards/CSR relationship.Design/method/approachThe authors examine the relationship between board type (companies with and without classified boards), board size and CSR for 4,489 firm-years (1,540 with classified boards and 2,949 without classified boards) from 2013 through 2015.FindingsThe authors find no difference in CSR strengths between companies with and without classified boards, but the authors do find that companies with classified boards have more CSR concerns than companies without classified boards. For all types of boards, a larger board size is associated with more CSR strengths and reduces the negative impact of having a classified board on CSR concerns.Practical implicationsClassified boards may be less responsive to shareholders’ preference for reduced company CSR concerns, but an increase in board size can mitigate this effect.Social implicationsClassified boards may weaken a company’s CSR performance.Originality/valueThis is the first paper to consider the relationship between classified board and CSR.

The Impact of Exogenous Corporate Governance Changes on Innovation and Market Value

We investigate how exogenous corporate governance changes in terms of anti-takeover provisions affect the innovation and market value of the firm. Consistent with our conjecture, using triple difference-in-differences models, we find that the unexpected changes in the interpretation of the case law cause a decrease in innovation for Delaware firms with classified boards, entrenched managers, and in less competitive industries. We also show that after the case rulings for Delaware firms, lower (higher) innovation activities are associated with lower (higher) market values. Our results are robust to inclusion of conventional governance measures, alternative model specifications, and different measures of innovation.

Bid Resistance by Takeover Targets: Managerial Bargaining or Bad Faith?

This paper examines management’s motives for rejecting takeover bids and the associated shareholder wealth effects. We develop measures of initial bid quality and find a significant negative correlation between the quality of a bid and rejection. The likelihood of higher follow-on offers decreases with bid quality and is greater when targets have classified boards and chief executive officers (CEOs) with significant personal wealth tied to the transaction. Target CEOs who fail to close high-quality offers experience a significant rate of forced turnover. Overall, the results support a price improvement motive for contested bids.

The Probability to Abolish Governance Provisions

The negative relation between governance indices and acquisition performance weakens in the post Sarbanes-Oxley Act (SOX) period. We examine whether firms remove anti-takeover provisions to eliminate the adverse impact of anti-takeover provisions. We find that strong external monitoring mechanisms such as the presence of public pension funds and large institutional investors leads firms to abolish some anti-takeover provisions and classified boards in particular. This partial elimination of anti-takeover provisions suggests a trade-off between benefit and cost of anti-takeover provisions.

Compensation committees: independence and firm performance

Purpose – Recently all major stock exchanges issued a requirement that listed companies have 100 percent independence on audit committees of the board of directors but now the focus has turned to compensation committees. Does 100 percent independence on compensation committees make a difference in firm performance? The paper aims to discuss these issues. Design/methodology/approach – Only 1 percent of the S & P 1,500 firms are not in compliance with the new 100 percent independence requirement for compensation committees. This presents an opportunity to examine characteristics of these firms and if this noncompliance may harm firm performance. Industry-adjusted ROA and Tobin’s Q measures are collected as well as firm size, debt ratios, and the presence of a classified board. Findings – Findings are as follows: S & P 500 firms with lower levels of debt, have classified board, but do not perform significantly worse than firms in compliance in the same industry; mid-cap firms with debt levels similar to complying firms, have classified boards, and perform significantly worse, and lastly, small-cap firms with lower levels of debt, have classified boards, and perform significantly worse. Research limitations/implications – Results imply that non-complying mid-cap and small-cap firms may be protecting under-performing management through maintaining classified boards, low levels of debt to avoid scrutiny of the debt markets, and less objectivity (i.e. overall and committee independence) on boards. Originality/value – Existing corporate governance literature provides evidence that overall board independence may promote shareholder wealth maximization. The latest focus regarding independence has recently been on compensation committees. Should independence on compensation committees matter to shareholders? It is appears that noncompliance should matter in the case of small- and mid-cap firms.