Open Access. Powered by Scholars. Published by Universities.®
Finance and Financial Management Commons™
Open Access. Powered by Scholars. Published by Universities.®
Articles 1 - 1 of 1
Full-Text Articles in Finance and Financial Management
When Managers Bypass Shareholder Approval Of Board Appointments: Evidence From The Private Security Market, Matteo Arena, Stephen P. Ferris
When Managers Bypass Shareholder Approval Of Board Appointments: Evidence From The Private Security Market, Matteo Arena, Stephen P. Ferris
Finance Faculty Research and Publications
This paper investigates the influence of managerial entrenchment on private placements by examining the firm's decision to appoint representatives of the private investors to the board without shareholder approval. By analyzing a sample of U.S. firms that appoint directors in combination with private offerings between 1995 and 2000, we find that firms with greater managerial entrenchment are more likely to bypass shareholder approval. Firms that bypass shareholders are less likely to appoint independent directors or to elect one of these directors as chairman. We also show that the market reacts more positively to the private offering announcement when the firm …