Enjoying the Quiet Life? Corporate Governance and Managerial Preferences

Enjoying the Quiet Life? Corporate Governance and Managerial Preferences

2003 | Bertrand, Marianne, and Sendhil Mullainathan
This paper examines how corporate governance affects managerial preferences using variation in antitakeover laws passed by states. Bertrand and Mullainathan find that when managers are insulated from takeovers, worker wages (especially for white-collar workers) rise, plant destruction decreases, and plant creation also declines. Overall productivity and profitability decline in response to these laws. These results suggest that managers may prefer a "quiet life" rather than active empire building. The study uses plant-level data and exploits the unique feature of corporate law that allows for controlling for changing economic conditions specific to passing states. The analysis focuses on two types of outcomes: firm-level and plant-level. The results indicate that managers care more about workers, especially white-collar workers, than shareholders do. The findings support the idea that better governance improves economic performance. The study also finds that antitakeover laws reduce productive efficiency, suggesting that better governance does not merely transfer rents to shareholders. The research is conducted using data from the Longitudinal Research Database (LRD) and Compustat, and the results are robust to various specifications. The paper also discusses the political economy of antitakeover laws and their impact on wages, plant creation, and destruction. The findings suggest that antitakeover legislation likely impeded the threat of a hostile takeover. The study provides evidence that managers may prefer a quiet life rather than active empire building.This paper examines how corporate governance affects managerial preferences using variation in antitakeover laws passed by states. Bertrand and Mullainathan find that when managers are insulated from takeovers, worker wages (especially for white-collar workers) rise, plant destruction decreases, and plant creation also declines. Overall productivity and profitability decline in response to these laws. These results suggest that managers may prefer a "quiet life" rather than active empire building. The study uses plant-level data and exploits the unique feature of corporate law that allows for controlling for changing economic conditions specific to passing states. The analysis focuses on two types of outcomes: firm-level and plant-level. The results indicate that managers care more about workers, especially white-collar workers, than shareholders do. The findings support the idea that better governance improves economic performance. The study also finds that antitakeover laws reduce productive efficiency, suggesting that better governance does not merely transfer rents to shareholders. The research is conducted using data from the Longitudinal Research Database (LRD) and Compustat, and the results are robust to various specifications. The paper also discusses the political economy of antitakeover laws and their impact on wages, plant creation, and destruction. The findings suggest that antitakeover legislation likely impeded the threat of a hostile takeover. The study provides evidence that managers may prefer a quiet life rather than active empire building.
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