Directors' Recommendations in Takeovers: An Agency and Governance Analysis

Abstract:   This paper evaluates whether directors of target companies make response recommendations in takeovers which are consistent with the interests of shareholders, by examining the relationship between target director recommendations and associated takeover characteristics and ownership and corporate governance characteristics of target companies. The findings suggest that response recommendations appear to be more closely associated with the self‐interest of directors rather than shareholders' concerns, and that common governance initiatives aimed at aligning the interests of shareholders and managers are ineffective in resolving this agency problem. The results suggest the need for legislative or judicial reforms in Australia to encourage takeover activity and reduce takeover hostility.     

Enabling Innovation through Strategic Synergies

This paper empirically examines the effect that a market orientation (MO) and resource orientation (RO) have on three performance outcomes: financial performance, customer value, and innovation. Individually, the effect each orientation has on performance has been explored but with conflicting results. This study addresses a pertinent gap in the literature by providing insight into a relationship yet unexamined; the role of RO as a moderator of the MO and performance relationship. Although the existing literature considers the role of environmental phenomena as moderators on the MO and performance relationship, the role of alternate orientations has not been studied. While customer value and dynamic resources are needed to succeed, can they each assist the other to perform better? Specifically, does the ability to better develop, deploy, and alter dynamic resources help a firm to better provide customer value to improve performance? This paper is the first to our knowledge to integrate literature from the two paradigms to assess this. Results show that both orientations, when analyzed individually, have a significantly positive effect on all three‐performance outcomes: financial performance, customer value, and innovation. Thus, support for each of the first six hypotheses is provided. The moderated regression provided support for two of the three hypotheses pertaining to this component of the study. It was found that an RO significantly moderates the relationship of an MO with customer value and financial performance but is unable to exert any moderating effect on the MO and innovation relationship because of the dominant role of the RO. Thus, RO appeared superior in delivering innovative outcomes relative to MO. From this, implications, limitations, and recommendations are discussed.