Management Control and Takeover Premiums

Abstract

This study examines the relationships between the management control strength of target and acquiring firms, and takeover premiums. It uses a scorecard system, which aggregates the scores of twelve variables reflecting corporate governance quality and ownership structure characteristics, to define management control strength. Using descriptive statistics and regression analysis, a sample of eighty-one North American publicly traded companies that were in involved in M&A transactions between 2010 and 2013 is examined. Acquirers were found to have paid significantly higher premiums when at least half of the directors sitting on target boards held multiple directorships. Additionally, when at least half of the directors sitting on acquirers’ boards held multiple directorships, acquirers paid significantly lower premiums. The study also found that when an acquirer’s management control is strong and a target’s management control is weak, the size of the premium is significantly lower than the sample average. This could be explained by the acquirer’s greater ability to negotiate deal premiums when its management control is strong and by a lower perceived value of the target firm when target management control is weak. When a target management control is strong and acquirer management control is weak, and when both target and acquirer’s management control is either strong or weak, the premiums paid are not significantly different from the sample mean. These results provide the first step towards developing an investment screening tool for companies involved in M&A transactions.