Overall, our univariate results suggest that firms without takeover defenses
in place preferred to opt out of the law.
This paper summarizes the available evidence on takeovers and takeover defenses
, develops a profile of the current mix of takeover protection on a state-by-state basis, and outlines the implications of this web of legislation for today's corporate managers.
sometimes help shareholders, sometimes entrench management.
Boilerplate takeover defenses
have been surmounted frequently in the past and are not likely to deter experienced hostile acquirers.
This is especially relevant when contemplating the profound impact managers have with respect to takeover defenses
Wohl & Fruchter's investigation concerns whether Liberty Media and the board of directors of Sirius have complied with their fiduciary duties in connection with Liberty Media's efforts to acquire majority ownership of Sirius, including the failure by the board to adopt takeover defenses
, take other steps to prevent Liberty Media's acquisition of majority ownership, or impose conditions for the benefit of Sirius' public shareholders.
literature regarding takeover defenses
and the use of governance
It would encourage managers to lift their sights toward long-term planning for a firm's competitive health, rather than concentrating on short-term takeover defenses
In Institutional Shareholders, Private Equity, and Antitakeover Protection at the IPO Stage, (13) Michael Klausner takes a different approach to a related institutional investor schizophrenia: There has been limited response by institutional investors to the prevalence of takeover defenses
in the charters of firms whose shares they hold.
They said they will solicit shareholder support for replacing the Reynolds board and dismantling its takeover defenses
His practice focuses on cash and stock-for-stock mergers, stock and asset acquisitions, tender offers, leveraged buyouts and going-private transactions, auctions, spin-offs and divestitures, takeover defenses
and proxy contests.
4) Entrenchment occurs when managers maintain takeover defenses
even when they believe that the hostile tender offer is in the best interest of shareholders.