The Disciplinary Role of Takeovers

Abstract

This paper presents a theory of the disciplinary role of takeovers based on an explicit model of managerial incentive problems stemming from asymmetric information. It is argued that an informed raider can reduce incentive problems by making managerial compensation more sensitive to information unavailable to shareholders. The paper also highlights the importance of specifying the source of contractual inefficiencies when analyzing the effect of takeovers on incentives.