Boards of directors' self interest: Expanding for pay in corporate acquisitions?

S. Trevis Certo, Catherine M. Dalton, Dan R. Dalton, Richard H. Lester

Research output: Contribution to journalArticle

20 Scopus citations

Abstract

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.

Original languageEnglish (US)
Pages (from-to)219-230
Number of pages12
JournalJournal of Business Ethics
Volume77
Issue number2
DOIs
StatePublished - Jan 1 2008

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Keywords

  • Acquisitions
  • Agency theory
  • Board of directors
  • Director compensation

ASJC Scopus subject areas

  • Business and International Management
  • Business, Management and Accounting(all)
  • Arts and Humanities (miscellaneous)
  • Economics and Econometrics
  • Law

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