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Have changing takeover defense rules and strategies entrenched management and damaged shareholders? The case of defeated takeover bids

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  • Ryngaert, Michael
  • Scholten, Ralph

Abstract

Using the Delaware Supreme Court's Time-Warner decision of July 1989 as a focal point, we study defeated takeover bids before and after July 1989 to assess the direct effects of stronger takeover impediments on takeover defense tactics used to defeat bids and the resulting shareholder wealth outcomes and managerial turnover. We find that firms that defeated takeover bids after July 1989 shifted away from the use of active takeover defenses (repurchases, special dividends, greenmail, and leverage increases). Nevertheless, shareholders of firms that defeat a takeover experienced slightly better wealth outcomes in the 1990s than in the 1980s. We also find increased managerial turnover rates after defeating a takeover bid post Time-Warner, suggesting that managers that defeat hostile takeover bids did not become more entrenched due to greater takeover impediments relative to prior years.

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  • Ryngaert, Michael & Scholten, Ralph, 2010. "Have changing takeover defense rules and strategies entrenched management and damaged shareholders? The case of defeated takeover bids," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 16-37, February.
    • Handle: RePEc:eee:corfin:v:16:y:2010:i:1:p:16-37
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    3. Steven G. Medema, 2020. "The Coase Theorem at Sixty," Journal of Economic Literature, American Economic Association, vol. 58(4), pages 1045-1128, December.
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    7. Heron, Randall A. & Lie, Erik, 2015. "The effect of poison pill adoptions and court rulings on firm entrenchment," Journal of Corporate Finance, Elsevier, vol. 35(C), pages 286-296.
    8. Harold Mulherin & Serif Aziz Simsir, 2015. "Measuring Deal Premiums in Takeovers," Financial Management, Financial Management Association International, vol. 44(1), pages 1-14, March.
    9. Baixiao Liu, 2016. "The Disciplinary Role Of Failed Takeover Attempts," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 39(1), pages 63-85, March.
    10. Denes, Matthew R. & Karpoff, Jonathan M. & McWilliams, Victoria B., 2017. "Thirty years of shareholder activism: A survey of empirical research," Journal of Corporate Finance, Elsevier, vol. 44(C), pages 405-424.
    11. Becker-Blease, John R., 2011. "Governance and innovation," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 947-958, September.
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