We survey theoretical and empirical research on antitakeover provisions, focusing on the relationship between antitakeover provisions and shareholder value. We divide the empirical studies based upon the evidence that they provide: short-term event studies, studies on performance and policy...

This Article offers an assessment of the preliminary evidence that the market for corporate control functions as a disciplinary mechanism for poor corporate governance in Korea. It analyzes SK Corporation's fight against Sovereign Asset Management, contest for control over the Hyundai Group,...

Hedge funds have become active in corporate governance. They push for changes in strategy and the adoption of specific business plans. Their tactics include buying shares, conducting public campaigns, lobbying managers and other shareholders, seeking representation on the board of directors, and...

Takeover defenses have long been a topic of considerable interest to scholars of finance and corporate law. Yet the significant amount of attention that researchers have lavished on the topic have produced surprisingly little scholarly consensus. This chapter considers a number of major topics...

Using data on anti-takeover provisions (ATPs) and top management characteristics hand-collected from IPO prospectuses, we analyze the effect of the pre-IPO innovativeness and the top management quality of private firms on the number and strength of ATPs in IPO firm charters. We test the...

This paper sheds light on a structural problem affecting all M&A laws: deals are complex and unique, while the law is general. In particular, target companies have a particular ownership structure that must fit the paradigm contemplated by the law, which in the European Union consists almost...

This paper examines the impact of takeover law enforcement on corporate acquisitions. We use the European Takeover Directive as a natural experiment, which harmonizes takeover law across countries, while leaving its enforcement to the discretion of individual countries. We exploit this...

Contingent future payments have gained a solid reputation as fundamental ingredients of business acquisition transactions. Earn-outs specifically are a species of contingent future payments that have proved helpful in a plethora of recent merger deals. An earn-out is payment for performance...

We provide novel evidence of an economically significant “seller's put” implied in M&A deals. Sellers maintain extensive legal rights to walk away from an initial deal – presumably when their value increases – while bidders are more constrained in their ability to withdraw. We model M&A...

This paper examines the impact of takeover law enforcement on corporate acquisitions. We use the European Takeover Directive as a natural experiment, which harmonizes takeover law across countries, while leaving its enforcement to the discretion of individual countries. We exploit this...