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Anti-Greenmail Provision
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Anti-Greenmail Provision
A provision in a corporate charter forbidding the payment of a bon voyage bonus without the approval of a given majority of shareholders. Greenmailing is a practice in which a corporate raider buys a large amount of stock from another publicly-traded company and forces the latter to buy back the stock at a substantial premium in order to avoid a takeover. One refers to this buyback as the bon voyage bonus, as this enables the company to be left alone by the greenmailer. An anti-greenmail provision discourages corporate raiders from greenmailing in the first place as it makes the bon voyage bonus more difficult to receive, which may result in the greenmailer becoming stuck with ownership of shares he/she does not actually want.


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The antitakeover provisions included in the study were on the books in 1991, and included (the number of sample firms adopting each of the provisions is in parenthesis): anti-greenmail provisions (25), classified boards (118), cumulative voting with significant stockholders (33), dual class common stock (21), fair price provisions (73), limitations on stockholder meetings (89), non-confidential voting (29), poison pills (138), and requirement of a supermajority approval vote (40).
According to Gompers, Ishii, and Metrick, the following provisions are indicative of poor governance: * anti-greenmail provisions; * blank-cheque preferred stock; * business-combinations laws; * "constituency" statutes; * a classified or staggered board; * "poison pills" or "shareholders'-rights" provisions; * golden parachutes; * supermajority requirements and "control-share" acquisition statutes, and * unequal voting, or dual classes of shares.
In addition, shareholders agreed with the Board in rejecting shareholder proposals regarding anti-greenmail payments and a stockholder rights plan.
 
 
 
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