CORPORATE GOVERNANCE MECHANISMS IN ACTION: THE CASE OF AIR CANADA

Abstract

The resolution of conflicts between shareholders and managers, at minimal cost, is the goal of corporate governance. In 1999, an intriguing series of events occurred that dramatically reshaped the Canadian airline industry. This clinical study considers these events in relation to four corporate governance mechanisms. The results of this clinical study suggest that these four mechanisms may not be sufficient to control a management team that is committed to a course of action and to retaining their positions. In practice, corporate governance can be severely limited, even when the majority of board members are outside directors. In addition, institutional shareholders may not be the disciplining force that theory and logic suggests. Overall, the results imply that managerial entrenchment is a powerful motivating force that may be impossible to counter even for a large, poorly performing corporation that is subject to a very attractive takeover offer.

Citation

Hennessey, S.M. (2005), "CORPORATE GOVERNANCE MECHANISMS IN ACTION: THE CASE OF AIR CANADA", Hirschey, M., John, K. and Makhija, A.K. (Ed.) Corporate Governance (Advances in Financial Economics, Vol. 11), Emerald Group Publishing Limited, Leeds, pp. 127-166. https://doi.org/10.1016/S1569-3732(04)11007-4