Boards of Directors’ Self Interest: Expanding for Pay in Corporate Acquisitions?

Director compensation can potentially represent an ethical minefield. When faced with supporting strategic decisions that can lead to an increase in director pay, directors may consider their own interests and not solely those of the shareholders to whom they are legally bound to represent. In such...

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Bibliographic Details
Authors: Certo, S. Trevis (Author) ; Dalton, Catherine M. (Author) ; Dalton, Dan R. (Author) ; Lester, Richard H. (Author)
Format: Electronic Article
Language:English
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Published: Springer Science + Business Media B. V 2008
In: Journal of business ethics
Year: 2008, Volume: 77, Issue: 2, Pages: 219-230
Further subjects:B Acquisitions
B Agency Theory
B Board of directors
B director compensation
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Summary:Director compensation can potentially represent an ethical minefield. When faced with supporting strategic decisions that can lead to an increase in director pay, directors may consider their own interests and not solely those of the shareholders to whom they are legally bound to represent. In such cases, directors essentially become agents, rather than those installed to protect principals (shareholders) from agents. Using acquisitions as a study context, we employ a matched-pair design and find a statistically significant difference in outside director compensation between acquiring and control firms. Outside directors of acquiring firms earn more than twice as much as their counterparts in the matched-sample.
ISSN:1573-0697
Contains:Enthalten in: Journal of business ethics
Persistent identifiers:DOI: 10.1007/s10551-006-9345-5