Hostname: page-component-848d4c4894-8kt4b Total loading time: 0 Render date: 2024-07-07T08:00:00.905Z Has data issue: false hasContentIssue false

Large Shareholders and the Monitoring of Managers: The Case of Antitakeover Charter Amendments

Published online by Cambridge University Press:  06 April 2009

Abstract

This paper examines the role of large shareholders in monitoring managers when they propose antitakeover charter amendments. We attempt to distinguish between two competing hypotheses: the “active monitoring hypothesis” and the “passive voting hypothesis.” We find a statistically significant positive relation between institutional ownership and the stockholder wealth effects of various types of amendments, after controlling for ownership concentration among institutions, managerial ownership, and firm size. Our empirical evidence lends support to the “active monitoring hypothesis” proposed by Demsetz (1983) and Shleifer and Vishny (1986) that the existence of large shareholders leads to better monitoring of managers.

Type
Research Article
Copyright
Copyright © School of Business Administration, University of Washington 1990

Access options

Get access to the full version of this content by using one of the access options below. (Log in options will check for institutional or personal access. Content may require purchase if you do not have access.)

References

Bradley, M., and Wakeman, L.. “The Wealth Effects of Targeted Share Repurchases.” Journal of Financial Economics, 11 (04 1983), 301328.CrossRefGoogle Scholar
Brickley, J.; Lease, R.; and Smith, C.. “Ownership Structure and the Monitoring of Managers.” Journal of Financial Economics, 20 (03 1988), 267291.CrossRefGoogle Scholar
Dann, L., and DeAngelo, H.. “Standstill Agreements, Privately Negotiated Stock Repurchases, and the Market for Corporate Control.” Journal of Financial Economics, 11 (04 1983), 275300.Google Scholar
Dann, L., and DeAngelo, H.. “Corporate Financial Policy and Corporate Control: A Study of Defensive Adjustments in Asset and Ownership Structure.” Journal of Financial Economics, 20 (01/03 1988), 87127.CrossRefGoogle Scholar
DeAngelo, H., and Rice, E.. “Antitakeover Charter Amendments and Stockholder Wealth.” Journal of Financial Economics, 11 (04 1983), 329360.Google Scholar
Demsetz, H.The Structure of Ownership and the Theory of the Firm.” Journal of Law and Economics, 26 (06 1983), 375390.CrossRefGoogle Scholar
Gilson, R.The Law and Finance of Corporate Acquisitions. Mineola, NY: Foundation Press, Inc. (1986).Google Scholar
Jarrell, G.; Lehn, K.; and Man, W.. “Institutional Ownership, Tender-Offers and Long-Term Investments.” Working Paper, Securities and Exchange Commission (1986).Google Scholar
Jarrell, G., and Poulsen, A.. “Shark Repellents and Stock Prices: The Effects of Antitakeover Amendments since 1980.” Journal of Financial Economics, 19 (09 1987), 127168.CrossRefGoogle Scholar
Jensen, M.Capital Markets, Organizational Innovation, and Restructuring.” Working Paper, Harvard Business School (01 1989).Google Scholar
Keown, A.; MacDonald, J.; and Pinkerton, J.. “An Empirical Examination of the Informational Effect of Antitakeover Amendments.” Working Paper, Virginia Polytechnic Institute and State Univ. (1986).Google Scholar
Linn, S., and McConnell, J.. “An Empirical Investigation of the Impact of ‘Antitakeover’ Amendments on Common Stock Prices.” Journal of Financial Economics, 11 (04 1983), 361399.CrossRefGoogle Scholar
Malatesta, P., and Walkling, R.. “Poison Pill Securities: Stockholder Wealth, Profitability, and Ownership Structure.” Journal of Financial Economics, 20 (01/03 1988), 347376.CrossRefGoogle Scholar
Pound, J.The Effects of Antitakeover Amendments on Takeover Activity: Some Direct Evidence.” Journal of Law and Economics, 30 (10 1987), 353367.Google Scholar
Pound, J.Proxy Contests and the Efficiency of Shareholder Oversight.” Journal of Financial Economics, 20 (01/03 1988), 237265.CrossRefGoogle Scholar
Ryngaert, M.The Effect of Poison Pill Securities on Shareholder Wealth.” Journal of Financial Economics, 20 (01/03 1988), 377417.Google Scholar
U.S. Securities and Exchange Commission. Institutional Investors and Corporate Stock: A Background Study, Goldsmith, R., ed. Cambridge, MA: National Bureau of Economic Research (1973).Google Scholar
Shleifer, A., and Vishny, R.. “Large Shareholders and Corporate Control.” Journal of Political Economy, 94 (06 1986), 461488.CrossRefGoogle Scholar