摘要：The purpose of this study is to analyze the
information content of a frequently used anti-takeover amendment, the classified
board provision. If information regarding the intrinsic value of the firm is
imbedded in this decision, the information should be reflected by the existence
of abnormal returns. If managers are signaling private information, the change
in available information should be reflected by changes in the relationship
between bid and ask prices. Managers who combine classified boards and insider
trading provide a unique opportunity to study signaling, financial decisions,
and anti-takeover defenses. Prior studies have found that managers propose
anti-takeover strategies because they have private information that the firm is
undervalued, and thus is a potential takeover target. Researchers indicated that
these actions benefit the shareholder, while others assert that anti-takeover
provisions lead to entrenched management and lower shareholder wealth. We
document empirically that the announcement of board classification significantly
depresses share prices following the event day during the event interval (days
+2, +45) and is a signal of potential takeover activity. We also find that
dealer spread reacts to the adoption of classified boards dependent upon insider
trading activity. The difference in reaction is due to changes in the level of
adverse information cost.
