Antitakeover Provisions and Discretionary Accruals

Abstract

This paper examines the effects of antitakeover provisions on discretionary accruals. Prior studies indicate that antitakeover provisions are an example of managerial entrenchment. According to this view, antitakeover provisions can be used as a tool to conceal the private benefits of managers. Discretionary accruals are popularly recognized as means to hide the true financial performance of a firm. Thus, we expect that antitakeover provisions would exacerbate discretionary accruals. The alternative hypothesis is that antitakeover provisions are more likely to mitigate discretionary accruals. Managers are more likely to manipulate earnings when they are faced with earnings pressures and the possibility of losing their jobs. Antitakeover provisions help managers create long-term oriented and stable business environments by securing and maintaining the current management. Thus, antitakeover provisions diminish the concerns of managers regarding takeover threats, thereby mitigating their tendency to use discretionary accruals. By examining a sample of 4,720 firm-year observations in the United States from 2007 to 2013, we find that several measurements for antitakeover provisions such as staggered boards and blank check are negatively associated with discretionary accruals. By contrast, golden parachutes, poison pills, and supermajority provisions are positively associated with discretionary accruals. Overall, our study provides evidence that antitakeover provisions play a significant role in determining a firm's discretionary accruals.