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This study examines the impact of female board representation on firm-level strategic behavior
within the domain of mergers and acquisitions (M&A). We build on social identity theory to predict
that greater female representation on a firm’s board will be negatively associated with both the
number of acquisitions the firm engages in and, conditional on doing a deal, acquisition size. Using
a comprehensive, multiyear sample of U.S. public firms, we find strong support for our hypotheses.
We demonstrate the robustness of our findings through the use of a difference-in-differences
analysis on a subsample of firms that experienced exogenous changes in board gender composition
as a result of director deaths. Copyright © 2014 John Wiley & Sons, Ltd.
METHODS and CEO duality (whether the CEO was also the
board chair). In addition, we controlled for female
Sample and data CEO (a dummy variable indicating that the CEO
was female) and CEO ownership (the percentage of
To create our initial sample, we merged board and
firm shares held by the CEO).
director information from the Investor Responsi-
We controlled for interlocking firms’ activities,
bility Research Center (IRRC) database (which
measured as the number of acquisitions completed
covers U.S. S&P 1,500 firms from 1998 to 2010)
in Year t − 1 by firms linked to the focal board
with financial data from COMPUSTAT and CRSP,
via director interlocks. We also included a dummy
resulting in a total of 14,220 firm-year observations.
firm-year control for missing interlock data. Also,
We then used the Securities and Data Corporation
because our arguments are based on the impact of
(SDC) database to gather details on all firms’
differences in intra-board processes as a function
M&A deals over this sample frame—a total of
of directors’ identities, we also controlled for two
2,998 acquisitions undertaken by 1,542 firms.1
other important forms of board diversity: age diver-
Because of a small amount of missing data for
sity and ethnic diversity (operationalized using the
some control variables, our final sample used to test
∑S
Hypothesis 1 (number of acquisitions) comprised Blau Index, which is calculated as 1 − P2i , where
13,248 observations, while our final sample used to i=1
test Hypothesis 2 (size of acquisitions) comprised s is the number of categories and p is the proportion
2,825 observations. of directors on a board that belongs to category i).2
Finally, we accounted for a board’s approach to
Measures acquisitions by controlling for the average age of
the board, the proportion of female directors that
Female board representation was operationalized as
concurrently occupied executive positions in other
the number of female directors in a given firm-year
S&P firms (proportion of female executives), and
divided by total board size. In robustness tests,
the number of acquisitions in the previous year. We
we dummy-coded this variable (with a value of 1
also included year fixed effects and industry fixed
if there was at least one female director on the
effects in all models.
board), generating similar results. Acquisitiveness
In our tests of Hypothesis 2, we added several
(Hypothesis 1) was operationalized as the number
binary controls capturing deal characteristics: ten-
of acquisitions in a given firm-year; in our sample,
der offer (the bid involved a tender offer to target
this ranged from 0 to 9. Acquisition size (Hypothesis
shareholders), target termination fee (the takeover
2) was operationalized as the total value of all
agreement included a target termination fee), poison
transactions in a given firm-year, scaled by the
pill (a poison pill had affected the bidder’s acquisi-
annual sales of the acquirer.
tion attempt), competing bidder (one or more bid-
We included a comprehensive list of control
ders competing for the acquisition), private target,
variables. In tests of Hypothesis 1, we controlled
and public target.3 We also controlled for the mean
for firm size (logged total assets), firm performance
acquisition size in the previous year.
(return on assets and Tobin’s Q), free cash flow, and
leverage ratio. We also controlled for governance
conditions, including board independence (outside Analysis
director ratio), board size (number of directors), To test Hypothesis 1, we used Poisson regres-
director ownership (a dummy variable indicating sion models because the dependent variable was a
at least one director held more than 5% of shares), count (our results were robust to the use of nega-
busy board (a dummy variable indicating that 50% tive binomial models). For Hypothesis 2, we used
or more of the board’s outside directors held three
or more directorships [Fich and Shivdasani, 2006]),
2 Age group was measured in terms of birth cohorts, and specif-
ically the 10-year periods from 1910, 1920, 1930, 1940, 1950,
1 Following Masulis, Wang, and Xie (2007), we included those and 1960. Ethnicity was coded in terms of five categories:
acquisitions (1) that had been completed, (2) where the acquirer Asian, Black/African-American (incl. Other), Caucasian, His-
controlled less than 50 percent of the target’s shares prior to the panic/Latino, and Native American.
3
announcement and 100 percent of the target’s shares after the An acquisition target can be a public firm, a private firm, or a
transaction, and (3) where the deal value exceeded US$1 million. subsidiary of an existing firm.
Copyright © 2014 John Wiley & Sons, Ltd. Strat. Mgmt. J., 37: 303–313 (2016)
DOI: 10.1002/smj
10970266, 2016, 2, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.2323 by Saitama University, Wiley Online Library on [21/04/2024]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
308 G. Chen, C. Crossland, and S. Huang
linear regression models because the dependent in Table 2 (while age diversity was a significant pre-
variable was continuous. Because female directors dictor of acquisitiveness in Model 2). This is consis-
are not appointed to boards randomly (Hillman tent with our core theoretical premise that female
et al., 2007), we used a Heckman two-stage model board representation influences M&A activity via
to correct for potential estimation biases. In the first its impact on intra-board processes. Finally, our
stage, using the entire IRRC database, we ran a pro- results provide evidence of economic significance.
bit regression model with robust standard errors to A change in female board representation from low
predict a binary indicator of whether there was at (1 s.d. below the mean) to high (1 s.d. above the
least one female director in a given firm-year. We mean) levels was associated with an 18 percent
followed prior research (Hillman et al., 2007) to decrease in acquisitiveness, a 12 percent decrease in
include the following lagged variables as the predic- acquisition size, and a reduction of US$97.2 million
tors: firm size, firm age, firm performance (ROA), in M&A spending in a given year.
leverage ratio, stock return volatility (the standard
deviation of daily stock returns over the previous
year), board size (number of directors), and female Supplementary analysis:
director in the interlocking firms (a dummy variable difference-in-differences
indicating whether the board’s interlocking firms A firm’s decision to hire a particular director may
had any female directors). Our exogenous instru- be endogenous to the firm’s strategic behavior
ment was female labor force participation rate, cal- and performance. We addressed this issue in part
culated at the U.S. county level (data sourced from through the use of two-stage analytical models.
the U.S. Census Bureau), and based on the loca- To address this possibility further, we conducted
tion of a firm’s headquarters. This measure repre- a difference-in-differences analysis (Donald and
sents the participation of women generally in the Lang, 2007) on a subsample of firms, using director
firm’s local labor market. It therefore should be deaths as a natural experiment. We assumed that the
related to our independent variable (female board death of a director would exogenously change the
representation) because firms are more likely to hire composition of the board. Specifically, we expected
local directors (Knyazeva, Knyazeva, and Masulis, that the death of a male director would relatively
2013), but is theoretically unrelated to acquisition increase the influence of female directors on the
intensity. Results from this model (which we used same board. Thus, in the post-death period, these
to construct an Inverse Mills ratio) were largely “treatment” firms (death is considered a treatment
as expected, with female labor force participation event) should engage in fewer, smaller acquisitions
rate and all predictors except firm performance and compared to the pre-death period. In other words,
leverage being significant. we expected to see patterns consistent with our
earlier results.
RESULTS To compile the subsample of firms experienc-
ing director deaths, we manually searched Fac-
Table 1 reports descriptive statistics and bivari- tiva, Edgar 8-K filings, and Google using keywords
ate correlations for all variables. In our sample, related to “director” and “death” over the period
mean female director representation was close to 1998–2010. This search produced an initial sam-
10 percent, and there was at least one female ple of 321 possible death events for all firms in
director associated with 63 percent of board-years. the IRRC database. However, our highly restric-
Model 2 in Table 2 reports our test of Hypothe- tive inclusion criteria reduced our sample to only
sis 1. Female board representation was negatively 24 director deaths, all of which were males: (1) the
significantly related to acquisitiveness (𝛽 = −0.897, firm had to be in our sample already, along with full
p < 0.01), supporting Hypothesis 1. Model 4 in firm-level and board-level data; (2) there had to be
Table 2 reports our test of Hypothesis 2. Again as at least one female director on the board at the time
predicted, female board representation was nega- of death; and (3) the firm had to have engaged in at
tively associated with acquisition size (𝛽 = −0.223, least one acquisition event within a four-year win-
p < 0.05), supporting Hypothesis 2. We also note dow both before and after the death of the director.
that one of our control variables, ethnic diversity, To test our assumption that female director
was consistently a significant predictor of our two influence increased after the death of a male
dependent variables across each of the four models director (and to ensure that firms did not simply
Copyright © 2014 John Wiley & Sons, Ltd. Strat. Mgmt. J., 37: 303–313 (2016)
DOI: 10.1002/smj
Table 1. Descriptive statistics and correlations
1. Acquisitiveness 0.20 0.58 −0.02 0.00 0.11 0.00 0.04 −0.07 −0.02 −0.06 0.04 0.07 0.07 0.06 −0.06 0.15 0.29 0.20 0.17 0.13 0.08 −0.04 −0.06 −0.11 −0.01 −0.04 0.08 −0.04 0.01 −0.01 0.01 0.08
2. Female board 0.10 0.09 0.00 0.27 0.23 −0.02 0.12 0.07 0.22 −0.08 0.15 −0.15 0.16 −0.05 0.05 0.35 0.06 0.34 −0.01 0.10 −0.01 0.07 −0.38 −0.08 0.01 0.07 0.02 0.03 −0.06 0.06 −0.04 0.03
represent
3. Board independence 0.70 0.16 0.03 0.25 0.08 −0.18 0.12 0.08 0.04 −0.19 0.13 −0.23 0.11 −0.15 0.22 0.07 0.03 0.19 −0.09 0.06 −0.04 −0.03 −0.24 −0.05 −0.02 0.04 0.12 0.01 −0.02 0.02 −0.03 0.02
4. Board size 9.27 2.41 0.01 0.29 0.09 −0.08 0.13 0.11 −0.03 −0.12 0.08 0.05 0.06 0.06 0.21 0.10 0.09 0.63 −0.18 −0.11 −0.33 0.18 −0.73 −0.05 0.02 0.18 0.04 0.04 −0.26 0.26 −0.02 0.03
5. Director ownership 0.13 0.33 −0.03 −0.06 −0.20 0.03 −0.01 −0.13 0.13 0.03 −0.05 0.02 0.04 0.07 −0.06 0.06 −0.02 −0.09 0.05 0.01 0.05 0.02 0.07 0.03 −0.03 −0.07 −0.12 −0.01 0.06 −0.06 0.02 −0.03
6. Busy board 0.08 0.28 0.04 0.10 0.12 0.17 −0.06 0.08 0.01 −0.04 0.10 0.05 0.04 −0.16 0.14 0.04 0.00 0.26 0.08 0.07 0.04 0.08 −0.16 −0.03 0.07 0.08 −0.05 0.06 −0.08 0.09 −0.01 0.02
7. CEO duality 0.61 0.49 −0.02 0.07 0.08 0.05 −0.13 0.10 −0.02 0.05 −0.01 0.08 −0.06 −0.10 0.07 −0.01 −0.05 0.15 −0.08 −0.07 −0.09 0.14 −0.11 −0.01 0.00 0.08 0.00 0.02 −0.10 0.09 0.00 −0.02
N = 13,248 for variables 1–22 (firm-year-level characteristics for tests of Hypothesis 1).
N = 2,825 for variables 23–31 (deal-level characteristics for tests of Hypothesis 2).
Below-diagonal correlations are based on a sample size of 13,248 (Hypothesis 1); |correlations| ≥ 0.03 are significant at the 0.01 level.
Above-diagonal correlations are based on a sample size of 2,825 (Hypothesis 2); |correlations| ≥ 0.05 are significant at the 0.01 level.
DOI: 10.1002/smj
Strat. Mgmt. J., 37: 303–313 (2016)
309
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310 G. Chen, C. Crossland, and S. Huang
Table 2. Impact of female board representation on acquisitiveness (Hypothesis 1) and acquisition size (Hypothesis 2)
Copyright © 2014 John Wiley & Sons, Ltd. Strat. Mgmt. J., 37: 303–313 (2016)
DOI: 10.1002/smj
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Female Board Representation and M&A 311
Table 2. Continued
*p < 0.1; **p < 0.05; ***p < 0.01; robust standard errors in parentheses; industry and year fixed effects included in all models
replace a deceased male director with another director influence had a negative and significant
male director), we calculated the difference in impact on acquisitiveness (𝛽 = −0.790, p < 0.01).
female board representation between the pre-death Our deal-level analysis used a sample of 295
and post-death periods for the treatment firms. observations (in this analysis, we also controlled
Pre-death, the mean proportion of female directors for several important deal characteristics: target ter-
was 10.5 percent, while that percentage rose to mination fee, poison pill, and public target. Results
12.3 percent post-death (p < 0.05). showed that increased female director influence
Next, we created a matched sample of 24 firms had a negative and marginally significant impact
(i.e., a control group) to account for the possibil- on acquisition size (𝛽 = −0.789, p < 0.1). Thus, we
ity that changes in firm behavior from pre-death to found additional support for both Hypotheses 1 and
post-death periods may have simply been a gen- 2 (full analyses available upon request).
eral temporal trend. For each treatment firm in the
event year (the year that the director died), we DISCUSSION
selected a matching firm that had: (1) similar size
(80–120% of total assets), (2) similar performance The issue of female representation on public
(ROA), and (3) had engaged in at least one acqui- company boards has become an increasingly
sition within a four-year window both pre- and contentious topic in the business and general media
post-event year. T-tests confirmed no significant dif- (Ibarra, 2012; Merchant, 2011). As evidenced
ferences between the treatment group and the con- by the recent moves of some jurisdictions to
trol group in terms of firm size (p = 0.221) and ROS implement mandatory board gender quotas (Ahern
(p = 0.993). and Dittmar, 2012), this issue is not simply one
The first difference, post-death, captured the of mere scholarly curiosity, but also has substan-
change in acquisition behavior from before to after tial practical implications for firms. Most of the
the death event year. The second difference, death contributors to this discussion have focused on
group, captured the variation between treatment eventual firm performance implications, but have
group and control group. Thus, the interaction not really examined the more proximal issue of
between post-death and death group captured the firm-level strategic behavior. In this study, we
difference of these two differences. This coefficient built on social identity theory to argue that greater
represents a rigorous test of whether an increase in female board representation will be associated with
female director influence due to the death of a male more comprehensive board-level decision making,
director impacted a firm’s acquisition intensity. Our which will, in turn, be associated with more
firm-level analysis used a sample of 96 observa- exhaustive evaluation of major strategic proposals.
tions, as we treated all pre-death observations as one In an analysis of acquisition intensity in a 13-year
period and all post-death observations as another sample of U.S. public firms, we found robust
period. Results showed that increased female evidence that greater female board representation
Copyright © 2014 John Wiley & Sons, Ltd. Strat. Mgmt. J., 37: 303–313 (2016)
DOI: 10.1002/smj
10970266, 2016, 2, Downloaded from https://onlinelibrary.wiley.com/doi/10.1002/smj.2323 by Saitama University, Wiley Online Library on [21/04/2024]. See the Terms and Conditions (https://onlinelibrary.wiley.com/terms-and-conditions) on Wiley Online Library for rules of use; OA articles are governed by the applicable Creative Commons License
312 G. Chen, C. Crossland, and S. Huang
was negatively associated with both overall firm Adams RB, Funk P. 2012. Beyond the glass ceiling: does
acquisitiveness and target acquisition size. gender matter? Management Science 58: 219–235.
Our results have several important implications Ahern KR, Dittmar AK. 2012. The changing of the boards:
the impact of firm valuation of mandated female board
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ACKNOWLEDGEMENTS nomics and Statistics 89: 221–233.
Ellis KM, Reus TH, Lamont BT, Ranft AL. 2011. Trans-
fer effects in large acquisitions: how size-specific expe-
Authors are listed in alphabetical order and rience matters. Academy of Management Journal 54:
contributed equally. We sincerely thank Phanish 1261–1276.
Puranam, Christy Shropshire, and Bart Vanneste Fich EM, Shivdasani A. 2006. Are busy boards effective
for their helpful comments on earlier drafts of this monitors? Journal of Finance 61: 689–724.
manuscript, and Seunghwan Jeong for research Finkelstein S, Hambrick DC, Cannella AA. 2009. Strategic
Leadership: Theory and Research on Executives, Top
assistance. We are also grateful to Editor Mar- Management Teams, and Boards. Oxford University
garethe Wiersema and two anonymous reviewers Press: New York.
for their feedback and guidance throughout the Graham JR, Harvey CR, Puri M. 2013. Managerial atti-
review process. This study was funded in part by tudes and corporate actions. Journal of Financial Eco-
the INSEAD Alumni Fund. nomics 109: 103–121.
Haleblian J, Devers CE, McNamara G, Carpenter MA,
Davison RB. 2009. Taking stock of what we know about
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DOI: 10.1002/smj
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DOI: 10.1002/smj