A Cognitive Model of CEO Dismissal: Understanding the Influence of Board Perceptions, Attributions and Efficacy Beliefs

Extant literature that examines the role of boards in the CEO dismissal process has focused on the impact of board composition. However, it has rarely considered the influence of sense making and interpretation on CEO dismissal. This paper draws on the strategic change literature, which demonstrates a link between cognitions and action, to develop a three-stage framework in which we articulate how sense making (stage 1) and interpretation (stage 2) impact the decision to dismiss a CEO (stage 3). More specifically, the board's perception of performance, its attributions of performance and efficacy assessment of the CEO, and the board's composition impact the decision to dismiss the CEO. The resulting model illuminates the domain of board cognitions and board composition within CEO dismissal decisions and facilitates future empirical research. Copyright Blackwell Publishing Ltd 2006.

When Do Boards of Directors Contribute to Shareholder Value in Firms Targeted for Acquisition? A Group Information-Processing Perspective

We draw on group information-processing theory to investigate how target boards of directors may contribute to target value capture during the private negotiations phase in acquisitions. We view target boards as information-processing groups and private negotiations as information-processing tasks. We argue that target board meeting frequency is associated with increased processing—gathering, sharing, and analyzing—of acquisition-related information, which improves target bargaining and, ultimately, target value capture. We further posit that this value-enhancing effect of target board meeting frequency is more pronounced when target board composition improves the ability of target boards to process acquisition-related information. Finally, we expect that meeting frequency is more consequential for target bargaining and value capture when acquisition complexity imposes high information-processing demands on the target boards during private negotiations. Empirical evidence from a sample of acquisitions of publicly listed firms in the United States offers support for our group information-processing perspective on board contribution to shareholder value in firms targeted for acquisition

When firms learn from prior acquisition experience

Abstract Acquisition experience is commonly viewed as an important determinant of subsequent acquisition success. Yet, empirical evidence suggests that acquisition experience may not be positively associated with acquisition performance and could even hurt performance. In this article, we highlight specific practices that facilitate and impede learning from acquisitions and draw implications for managers. In particular, we suggest that managers (1) expand time between acquisitions, (2) implement strong governance mechanisms and top management team diversity, (3) use similar-context experience, (4) avoid herding behavior in acquisitions, and (5) minimize blind reliance on financial advisors to effectively transfer prior acquisition experience into acquisition success