Prior research documents that managers of firms with a classified board pursue acquisitions that create less shareholder value when compared to managers of firms without a classified board (Masulis, Wang, and Xie, 2007). This research has been interpreted as consistent with the view that classified boards allow for non-value-maximizing behavior and has been cited as supporting evidence for those demanding large-scale board declassifications. In this study, we examine whether declassifying corporate boards during 2004-2018, a period of high declassification activity, affects the profitability of firm acquisitions. We find that, all else equal, announcementperiod abnormal returns are significantly lower for large acquirers that declassified their boards in this time period compared to large acquirers with a classified board. This finding suggests that, contrary to expectations, board declassifications did not bring about better acquisition performance, on average. By extension, this finding also suggests that the one-sizefits-all push for board declassifications may not have achieved its intended outcomes.

We examine the relations between recent board declassifications, takeover activity and takeover gains over the period 2003-2011. We report that firms that declassified their boards in the previous five years are more likely to be the target of a takeover than other firms. We also report that these firms receive lower takeover offers and realize lower abnormal returns around the announcement of the transaction. Additionally, the takeover bids received by these firms are more likely to result in a successful takeover. These results are consistent with the interpretation that firms that declassified their boards have lost some bargaining power.

Conventional wisdom suggests that shareholder activism in REITs is less prevalent than in other (non-REIT) public firms because of stronger barriers to hostile takeovers and potentially less undervaluation. Our results, however, suggest that the conventional wisdom does not hold. Specifically, we find that in 2006-2015, Equity REITs (EREITs) are as likely to be targeted by shareholder activists as non-EREITs. We also find that shareholder campaign characteristics and determinants, as well as their value consequences, appear similar for EREITs and non-EREITs. Given that this is the first study to examine shareholder activism in REITs, we raise several questions for future research.

We survey theoretical and empirical research on antitakeover provisions, focusing on the relation between antitakeover provisions and shareholder value. We divide the empirical studies based upon the evidence that they provide: short-term event studies, studies on performance and policy changes around adopting antitakeover provisions or passing state antitakeover laws, studies on the impact of antitakeover provisions on takeovers, studies on the relation between antitakeover provisions and firm characteristics, and long-term studies on the relation between antitakeover provisions and firm performance or policies. We also discuss the place of antitakeover provisions in the current debate about "good governance" practices.

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We study the value gains from takeovers of firms with poor acquisition histories. We document that the premium received by target shareholders is higher when the value loss from the targets' prior acquisitions is larger. However, the gains to target shareholders seem to be offset by losses to acquiring shareholders. The average announcement return to acquiring shareholders is negative and decreasing in the value loss from the targets' prior acquisitions. Additionally, the combined acquirer-target value created in these takeovers is insignificant. These results suggest that the value lost from targets' prior acquisitions is not recovered through changes in corporate control.

This paper examines the effect of restrictions over asset disposition, measured by the ratio of secured debt to fixed assets, on firm value. We find evidence consistent with two non-mutually exclusive hypotheses. (1) Restrictions on the disposition of assets reduce firm value by limiting a firm's ability to restructure assets or to raise funds to finance higher NPV projects. (2) Restrictions on asset disposition increase firm value by limiting agency costs of managerial discretion over uncommitted assets. The net effect of restrictions over asset disposition on firm value is determined by potential agency problems and the need for operating flexibility.

This paper examines the effect of restrictions over asset disposition, measured by the ratio of secured debt to fixed assets, on firm value. We find evidence consistent with two non‐mutually exclusive hypotheses. (1) Restrictions on the disposition of assets reduce firm value by limiting a firm's ability to restructure assets or to raise funds to finance higher NPV projects. (2) Restrictions on asset disposition increase firm value by limiting agency costs of managerial discretion over uncommitted assets. The net effect of restrictions over asset disposition on firm value is determined by potential agency problems and the need for operating flexibility.

We reexamine the negative relation between firm value and staggered boards. We document that firms with characteristics indicating low power to bargain for favorable terms in a takeover, but also indicating high potential agency costs, are more likely to have a staggered board in place. We also find that among these firms, those with staggered boards have higher valuation, as measured by Tobin’s Q. This result is robust to various controls for endogeneity. Our evidence suggests that staggering the board is beneficial for certain firms and challenges the commonplace view that board classification is an antitakeover device that necessarily harms shareholders.

PurposeThis paper aims to examine whether investment efficiency improves after publicly‐traded firms are taken private.Design/methodology/approachThe analysis uses univariate comparisons and regression analysis of panel data.FindingsBefore going private, firms' investment ratios and investment opportunities are similar to investment ratios and investment opportunities of peer firms. However, after going private, the investment ratios significantly decrease to levels significantly below the investment ratios of peer firms. Additionally, investment becomes less sensitive to investment opportunities and more sensitive to operating profits and cash holdings. Finally, cash becomes more sensitive to cash‐flow after going private. These results suggest that firms become more financially constrained, under‐invest relative to their industry peers, and invest less efficiently after going private.Originality/valueImprovements in investment efficiency are often cited as a contributing factor to the value gains associated with going‐private transactions. However, whether investment efficiency improves when firms go private remains unanswered by prior research. In theory, investment efficiency should improve if private firms are shielded from the market pressure for short‐term earnings and better able to invest for long‐term value creation. Conversely, it is possible that the high levels of debt associated with these transactions impose financial constraints that reduce investment efficiency. The results of this study suggest that investment efficiency does not improve after going private.

We reexamine the negative relation between firm value and board classification. We document that firms with characteristics indicating low power to bargain for favorable terms in a takeover, but also indicating high potential agency costs, are more likely to have a classified board in place. We also find that among these firms, those with classified boards have higher valuation, as measured by Tobin’s Q. This result is robust to various controls for endogeneity. Our evidence suggests that adopting a classified board is beneficial for certain firms and challenges the commonplace view that board classification is an antitakeover device that necessarily harms shareholders.

We reexamine the negative relation between firm value and the number of antitakeover provisions a firm has in place. We document that firms with characteristics indicating low power to bargain for favorable terms in a takeover, but also indicating high potential agency costs, have more antitakeover provisions in place. We also find that for these firms, Tobin's Q increases in the number of adopted provisions. These findings are robust to several methods that control for endogeneity. Our evidence suggests that adopting more antitakeover provisions is beneficial for certain firms and challenges the commonplace view that antitakeover provisions are universally harmful for shareholders.

We find that acquirers in merger and acquisition (M&A) transactions are more likely to hire as advisors investment banks that provided analyst coverage for the acquirer prior to the transaction. We also find that compared to a matched control group of banks, the advisor banks are less likely to terminate and more likely to initiate analyst coverage of the acquirer after the transaction. Finally, the advisor banks that initiate coverage after the transaction collect higher fees. These findings suggest that firms value analyst coverage and use M&A advisor appointments and advisor fees to compensate for it.