We exploit a 2013 Delaware law that reduces the shareholder support threshold for two-step tender offers to investigate the impact of differing levels of shareholder support on deal structures and outcomes. After the legal change, Delaware acquisitions, as opposed to other states, are more...

We revisit the research question centering around the impact of the market for corporate control on stock price crash risk. Using a newly-developed takeover index from Cain, McKeon, and Solomon (2017) that comprehensively considers existing state takeover laws, federal statutes, and state court...

This paper argues that in revising the Takeover Bid Directive, EU policymakers should adopt a neutral approach toward takeovers, i.e. enact rules that neither hamper nor promote them. The rationale behind this approach is that takeovers can be both value-creating and value-decreasing and there...

Vital in preserving managerial accountability, the firmly established one share, one vote rule provides shareholders with limited rights to elect directors who appoint managers and to approve certain extraordinary transactions. Without the deterrents of risk of capital loss and fear of removal,...

Many companies continue to go public with takeover defenses even though institutional investors zealously oppose defenses in public companies. In this Article, I analyze the determinants of takeover defenses at IPO firms using an empirical analysis of 259 IPOs from 2008-12, interviews with...

This article evaluates the Takeover Bids Directive's board neutrality rule, in light of the European Commission's option to propose the revision of the Directive and a recent suggestion put forward by some commentators to make the rule, which is optional, harder to opt-out. It does so by...

This paper examines the relationship between firm size, sovereign governance, and value-creation in acquisitions. The takeover literature suggests that size can enable managerial entrenchment and value-destruction. However, in weak governance environments, size might have off-setting benefits,...

This paper exploits the staggered initiation of takeover laws across countries to examine whether the threat of takeover enhances managerial discipline. We show that following the passage of takeover laws (1) poorly performing firms experience more frequent takeovers; (2) the propensity to...

The desirability of anti-takeover provisions (ATPs) is a contentious issue. ATPs might enable managerial empire building by insulating managers from disciplinary takeovers. However, some companies, such as ‘hard-to-value' (HTV) companies, might trade at a discount due to valuation...