The Selection of Directors to Corporate Boards

Abstract

Corporate spinoffs present a unique opportunity to analyze the choice of directors from a pool of potential candidates. We find that post-spinoff unit and remaining parent firms are more likely to select pre-spinoff parent directors who have: i) relevant industry expertise; and ii) pre-spinoff parent board ties to the post-spinoff CEO. Using pre-spinoff firm performance as a proxy for director quality, the evidence also suggests that firms are more likely to retain high-quality directors. We conclude that firms select individual directors based on both their expertise relevant to firm assets and their ties to CEOs who possess specific information about their ability.

Keywords: Board of directors, Spinoffs, Governance

JEL Classification: G34