M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Thursday, December 8, 2011

CEO Retirement and the decision to sell the corporation

Jenter and Lewellyn have a new paper, CEO Preferences and Acquisitions.  It reminds me of the throw-away line in Smith v Van Gorkom where the court reminds the reader that Van Gorkom was approaching the mandatory retirement age when he agreed to sell TransUnion to Pritzker. If you ever wondered what the court meant by that, here's your answer.

Abstract: This paper explores the impact of target CEOs’ retirement preferences on the incidence, the pricing, and the outcomes of takeover bids. Mergers frequently force target CEOs to retire early, and CEOs’ private merger costs are the forgone benefits of staying employed until the planned retirement date. Using retirement age as an instrument for CEOs’ private merger costs, we find strong evidence that target CEO preferences affect merger patterns. The likelihood of receiving a takeover bid increases sharply when target CEOs reach age 65. The probability of a bid is close to 4% per year for target CEOs below age 65 but increases to 6% for the retirement-age group, a 50% increase in the odds of receiving a bid. This increase in takeover activity appears discretely at the age-65 threshold, with no gradual increase as CEOs approach retirement age. Moreover, observed takeover premiums and target announcement returns are significantly lower when target CEOs are older than 65, reinforcing the conclusion that retirement-age CEOs are more willing to accept takeover offers. These results suggest that the preferences of target CEOs have first-order effects on both bidder and target behavior.



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