Knights, Raiders, and Targets The Impact of the Hostile Takeover

by Coffee, John C.; Lowenstein, Louis; Rose-Ackerman, Susan

• ISBN13: 9780195044041
• ISBN10: 0195044045
• Format: Paperback
• Copyright: 1988-06-23
• Publisher: Oxford University Press

Summary

Fascinating as the corporate takeovers of recent years have been--with their "golden parachutes" and junk bonds, "greenmailers" and white knights--it is far from clear what underlying forces are at work, and what their long-term consequences will be. Debate over these questions has becomepolarized: some see takeover threats as disciplinary mechanisms that induce managers to behave efficiently and move assets to higher valued uses or into the hands of more efficient managers; others claim that corporate raiders have produced few observable increases in operating efficiency, butrather have disrupted business planning, enforced a preoccupation with the short-term, and tilted the balance sheets of corporate America towards dangerously high debt levels. Such sharp conflicts in theory and evidence have produced considerable governmental confusion concerning the appropriatepolicy response. Scores of bills have been introduced in Congress, but legislators are no more in agreement than scholars.Knights, Raiders, and Targets represents one of the first sustained efforts to refine and clarify these issues. Based on papers presented at a symposium sponsored by the Columbia Law School's Center for Law and Economic Studies, it also includes discussion of the informal presentations made at thesymposium by the CEOs of several major corporations. This important book airs new theories and offers vital and exciting discussion of the essential issues attached to an event that has become central to American corporate culture.

Table of Contents

Contributors

Sponsors

Introduction

A Panel Discussion

Capital Markets, Efficiency, and Corporate Control

Corporate Control, Efficient Markets, and the Public Good

Fashions, Fads, and Bubbles in Financial Markets

Comment

Comment

Managerial Behavior and Takeovers

Shareholders Versus Managers: the Strain in the Corporate Web

Corporate Takeovers: Financial Boom or Organizational Bust?

Comment

Comment: Golden Parachutes and Managers--A Risk-Neutral Perspective

Comment: Shareholders and Managers--A Risk-Neutral Perspective

Evidence on the Gains From Mergers and Takeovers

Are Acquiring-Firm Shareholders Better Off after an Acquisition?

Mergers and Managerial Performance

The Efficiency Effects of Hostile Takeovers

Empirical Evidence on Takeover Activity and Shareholder Wealth

Comment

Comment

Discussion

Mergers and Takeovers: Taxes, Capital Structurae, and The Incentives of Managers

Taxation and the Dynamics of Corporate Control: The Uncertain Case for Tax-Motivated Acquisitions

Taxes and the Merger Decision

The Takeover Controversy: Analysis and Evidence

Comment

Comment

Comment

Comment

Legal Rules, Takeover Strategies, and Defensive Tactics

The Pressure to Tender: An Analysis and a Proposed Remedy

Comparative Dimensions of Takeover Regulation

The Regulation of Takeovers in Great Britain

Comment

Comment

Comment

One Share, One Vote

Stock Exchange Rules Affecting Takeovers and Control Transactions

Organized Exchanges and the Regulation of Dual Class Common Stock

Comment

Comment

Index

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