Internal versus External Control: An Analysis of Board Composition and Ownership in UK Takeovers

This paper examines the relationship between board composition, ownership structure and takeovers in the UK in the period 1989–1993. We compare board composition and ownership characteristics for a sample of 166 takeover targets with a matched sample of nontarget firms. We further disaggregate our sample depending on target management's attitude to the bid as well as the eventual outcome of the bid. We find little difference between board composition and ownership structure between all targets and the control group of nontargets. However, when we disaggregate the samples, we find that hostile targets are more likely to have different individuals in the role of chairman and CEO, and exhibit significantly lower levels of managerial ownership compared to both the control group of nontargets and targets of friendly takeovers. We also find that managerial ownership is positively related to takeover success. Overall, our results support the findings of a number of recent studies in the US by highlighting the important role managerial share ownership plays in the takeover process.