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Keywords:

  • Board Leadership;
  • Corporate Governance;
  • Mergers & Acquisitions;
  • Corporate Control Market;
  • Evaluation of Directors;
  • Individual Director Issues

ABSTRACT

Manuscript Type: Conceptual

Research Question/Issue: Post-acquisition director turnover is a complex and multi-faceted phenomenon that needs to be examined beyond the agency lens. In this article, we examine the likelihood of non-executive director turnover in target firms following an acquisition.

Research Findings/Result: Acquisitions present an interesting case where conflict of interests may arise between shareholders and directors. This study proposes that the likelihood of target non-executive director turnover depends on the factors that determine the performance of directors in their monitoring, advisory and social roles pre-acquisition and during the acquisition process.

Theoretical Implications: While there are multiple studies examining the likelihood of turnover of executive directors (TMTs) following an acquisition, there is no systematic conceptual research explaining the likelihood of turnover of non-executive directors. We draw on three theoretical perspectives–agency theory, resource-based view and the social capital perspective to comprehensively investigate target non-executive director turnover post-acquisition. We further clarify the boundaries of these theoretical arguments concerning their implications for target non-executive director turnover.

Practical Implications: One of the most important tasks for the newly formed firm post-acquisition is to build the new leadership team, including a new board. In view of the important roles directors take on in modern corporations, it is critical to understand how the new board should be constituted and what members of the target firm are more likely to join that new board.