Book Description

Corporate governance examines the mechanisms through which managers and directors are incentivized to act in the best interests of shareholders. The three essays of this dissertation focus on internal and external control mechanisms in the CEO and director labor markets and their effectiveness in aligning the interests of mangers, directors and shareholders. The first essay examines the influence of industry shocks and peer firms on board monitoring decisions. Recent evidence documents that industry factors influence CEO turnover decisions, despite agency theory's proposition that boards should filter out industry shocks when evaluating CEO performance. Consistent with industry dynamics affecting board monitoring decisions, I document that industries exhibit CEO turnover waves. During these periods of abnormally high turnover, executives face a heightened threat of discipline as boards increase turnover-performance sensitivity. This increased scrutiny inside waves represents a meaningful managerial incentive that curbs value-destroying behavior of CEOs. Overall, this essay documents the existence of CEO turnover waves, which motivate boards to monitor management differently and have real effects on CEO behavior and shareholder wealth. The second essay examines the shareholder wealth effects associated with a required venue for shareholder litigation. In response to the increased threat of shareholder litigation filed in multiple states, firms have adopted exclusive forum provisions which limit lawsuits to a single venue of the board's choice. It is unclear whether these provisions impose increased costs on shareholders' ability to discipline managers and directors or provide benefits to shareholders by eliminating multi-forum and duplicative lawsuits. I use the Delaware Chancery Court's announcement upholding the adoption of these provisions as a natural experiment to evaluate their wealth implications. Overall, this essay suggests that exclusive forum provisions create value for shareholders by specifying a required venue for corporate litigation. The final essay, with David Becher and Ralph Walkling, examines the stability and composition of acquirer boards around mergers and the director characteristics associated with selection for the post-merger board. Our results indicate that the post-merger board changes substantially and variation is significantly different from both non-merger years and non-merging firms. Adjustments reflect firms upgrading skills associated with executive and merger experience and bargaining between targets and acquirers, rather than agency motives. Conversely, director selection at non-merging firms is driven by general skills and diversity. Our analyses provide insight into the dynamic nature of board structure and characteristics valued in the director labor market.