56 Pages Posted: 26 Mar 2008 Last revised: 12 Jun 2014
Date Written: July 7, 2012
We develop a theory to show how external corporate governance mechanisms, such as the market for corporate control, and internal governance mechanisms interact to affect innovation by
firms. Our model generates the novel testable implication that there is a non-monotonic U-shaped relation between the degree of innovation undertaken by
firms and the external takeover pressure they face. The U-shaped relation arises from the incentive effects of the interaction between expected takeover premia and private bene
fits of control both of which vary with the takeover pressure that the
firm faces. In particular, the key characteristics of innovation that distinguish it from mere risk-taking play a central role in generating the U-shaped relation.
We show strong empirical support for the predicted non-monotonic relation using both ex ante and ex post measures of innovation. Our empirical analysis exploits the cross-sectional as well as time-series variation in takeover pressure created by the sequential passage of anti-takeover laws across different states. Our results suggest that innovation is fostered either by an unhindered market for corporate control, or by anti-takeover laws that are severe enough to effectively deter takeovers.
Keywords: Anti-takeover laws, Blockholders, Corporate Governance, Innovation, External Governance, Internal Governance, Monitoring, Takeovers
JEL Classification: G31, G34, K22
Suggested Citation: Suggested Citation
Sapra, Haresh and Subramanian, Ajay and Subramanian, Krishnamurthy, Corporate Governance and Innovation: Theory and Evidence (July 7, 2012). 3rd Annual Conference on Empirical Legal Studies Papers; Chicago Booth Research Paper No. 08-05. Available at SSRN: https://ssrn.com/abstract=1103676 or http://dx.doi.org/10.2139/ssrn.1103676
By Amit Seru