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The objective of this research is to assess whether the financial markets impute motives to bidding firm managers in setting the new equilibrium share price at the time a tender offer is announced.

The corporate form that developed in the early 20th century created enormous pressure for corporate governance mechanisms to curb the power of corporate managers. Berle and Means, legal pluralists, warned about concentrating economic power in the hands of a small but powerful class of professional managers. They claimed this "new form of absolutism" required governmental oversight and viewed boards of directors as part of management, rather than monitors for shareholders. The Securities and Exchange Commission (SEC) proposed that corporations establish a special board committee, made up of "nonofficer members" in response to the McKesson & Robbins scandal of the late 1930s. My dissertation examines the evolution of the U.S. corporate audit committee through three specific time periods: (1) 1920-1954; (2) 1955-1986; and (3) 1987 to the passage of the Sarbanes-Oxley Act of 2002. My purpose is to determine if evolution of the audit committee throughout these periods has been a reform continually couched in symbolism or whether the audit committee concept has evolved into real reform, allowing proper corporate governance and mitigation of unchecked corporate power. My analysis is a traditional empirical analysis, relying on both primary and secondary sources to develop a coherent ordering of facts. I use narrative in a narrow sense as my historical methodology, examining patterns that emerge and interpreting facts to develop a clear understanding of demands for and uses of audit committees. I use a holistic approach in studying the data, using narrative to show how these patterns ensue from the historical data.

During the past two decades business has become increasingly active in the political process, and scholars continue to debate the extent to which this activity is organized. This fundamental issue is addressed by examining corporate political activity within the context of resource dependence and class cohesion theories. Political action committee (PAC) campaign contributions, this study's measure for corporate political activity, are structurally analyzed to determine if either resource dependence or class cohesion theory explains the forces which drive business participation in the U.S. public policy process. The rationale which forty-two diverse corporate PACs exercise when selecting which congressional campaigns to support during two election cycles is explored. Resource dependence theory contends .that a firm's behavior is a function of its dependence on the environment for resources. Successful firms attempt to manage this external dependence by controlling or manipulating their environment corporate involvement in politics, therefore, will reflect a firm's dependence on the government for sales, subsidies or regulation. The regulatory environment in which a firm operates is this study's measure of resource dependence. Conversely, class cohesion theory argues that a firm's political activity is a function of its top management's inclusion in a network of corporate elites. Board members and chief executives from the nation's largest corporations coalesce to advance a political agenda which is compatible with the overarching goals of the business community rather than the parochial goals of an individual firm or even industry. Interlocking directorates, professional association memberships, shared educational experience and geographic proximity of headquarters locations are this study's indicators of a corporate elite network. Two categories of analytical methodology are applied. Multidimensional scaling maps corporate patterns of support for congressional candidates based on a PAC contribution proximity measure. These patterns are subsequently subjected to discriminant analysis, canonical correlation, regression and chi-square analysis to test for Resource Dependent and Class Cohesive political behavior. The results are conclusive: Support of selected congressional campaigns is more likely fueled by fragmented business interests, as resource dependence theory suggests, rather than the collective motives of a corporate elite. In fact, no support emerged for class cohesion theory as an explanation for the observed patterns of intercorporate relations. Further, a corollary proposition that PAC activity will vary with the ideology of White House administrations is not supported. Rather, PAC contribution patterns do not vary significantly between the Carter and Reagan administrations. This research renders four significant contributions to scholarship: 1. It provides empirical evidence to clarify a central issue in business-government relations, i.e., the atomistic or collective nature of corporate political activity. 2. It introduces a rigorous mathematical technique to the business-government relations discipline. 3. It indirectly addresses an ongoing scholarly debate over the role of interest groups in a democracy. 4. It indirectly addresses the current public policy debate over campaign finance reform.

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The phenomenon of acquisitions has attracted research interest in the finance literature partly because of its impact on the u.s economy during the decade of the eighties. Whereas an impressive body of knowledge has been accumulated on this subject thus far, the hospitality literature has no empirical studies that seek to explain the nature of this phenomenon in the hospitality industry. Of particular interest in this study was the impact of acquisitions on the shareholder wealth of target hotel and restaurant shareholders. Therefore, there were three purposes in this study: 1) to determine whether stockholders of target hotel and restaurant companies involved in acquisitions earned significant additional wealth, 2) to determine whether there is a difference in the average size of additional wealth created in acquisitions involving hospitality companies versus those involving non-hospitality companies, and 3) to determine whether there is a difference in the average size of additional shareholder wealth accruing to hotel versus restaurant shareholders. The sample consisted of 39 restaurant and 18 hotel target companies acquired between 1980 and 1990. The datasource was the University of Chicago's Center for Research in Securities Prices (CRSP) database. The market model was used to predict stock returns for the target companies thirty days before and after the announcement of the acquisition. The difference between the predicted returns and actual returns for each trading day during this period constituted the abnormal return. The average abnormal returns for all the companies per trading day were cumulated and their significance determined. The results showed that the size of the additional shareholder wealth created when the restaurant companies were acquired was 8.86%, hotels was 29.86%, while the combined sample was 15.47%. These results provided evidence that hotel and restaurant shareholders earn significant abnormal returns during an acquisition, and that there is a significant difference in the size of additional shareholder wealth accruing to hospitality companies versus non-hospitality ones. Furthermore, there was a difference in the average size of abnormal returns earned by hotel shareholders versus restaurant shareholders. / Ph. D.

The separation of ownership and control in the modern corporation creates the potential for management to pursue its own self-interests at the expense of stockholder welfare. One mechanism protecting stockholders from self-interested management is the market for corporate control, or the takeover market. The literature suggests that inefficient managers, viewing the threat of takeover and resulting job displacement, have supported the enactment of antitakeover devices to protect themselves from the takeover market. The objective of this study is to provide information concerning the relationship of one type of antitakeover device, the non-fair price antitakeover amendment, to stockholder welfare. The research addresses the question: Are non-fair price antitakeover amendments being enacted to protect inefficient management at the expense of stockholder interest? This study uses accounting measures and market measures to compare the performance of firms with non-fair-price antitakeover devices with matching firm that do not have such amendments. Firm performance is used as a surrogate for management efficiency. Results of the study indicate that firms adopting these amendments exhibit lower performance than firms without such amendments. Amendments, therefore, appear to benefit inefficient managers and do not benefit stockholders. / Ph. D.