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Who Opts Out of State Antitakeover Protection?: The Case of Pennsylvania's SB 1310

Author

Listed:
  • Sunil Wahal
  • Kenneth W. Wiles
  • Marc Zenner

Abstract

In 1990, Pennsylvania enacted Senate Bill 1310, containing five provisions designed to make takeovers prohibitively expensive but allowing firms to opt out of some or all of the law's provisions. We find that firms that opted out of SB 1310 had lower insider control of voting rights and were less likely to have a poison pill in place prior to the law's enactment, even after controlling for firm size and the monitoring activities of blockholders and outside directors. In addition, we find that opt-out firms spent less on R&D than non-opt-out firms. Our result suggest that some boards value takeover defense (whether firm or state-level) whereas others prefer to be subject to an active market for corporate control.

Suggested Citation

  • Sunil Wahal & Kenneth W. Wiles & Marc Zenner, 1995. "Who Opts Out of State Antitakeover Protection?: The Case of Pennsylvania's SB 1310," Financial Management, Financial Management Association, vol. 24(3), Fall.
    • Handle: RePEc:fma:fmanag:wahal95
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    Cited by:

    1. 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.
    2. Strickland, Deon & Wiles, Kenneth W. & Zenner, Marc, 1996. "A requiem for the USA Is small shareholder monitoring effective?," Journal of Financial Economics, Elsevier, vol. 40(2), pages 319-338, February.
    3. Bradbury, Michael E. & Mak, Y. T., 2000. "Ownership structure, board composition and the adoption of charter takeover procedures," Journal of Corporate Finance, Elsevier, vol. 6(2), pages 165-188, July.
    4. Dahya, Jay & McConnell, John J., 2005. "Outside directors and corporate board decisions," Journal of Corporate Finance, Elsevier, vol. 11(1-2), pages 37-60, March.
    5. Armstrong, Christopher S. & Blouin, Jennifer L. & Larcker, David F., 2012. "The incentives for tax planning," Journal of Accounting and Economics, Elsevier, vol. 53(1), pages 391-411.
    6. Oosterhout, H., 1996. "Takeover barriers : The good, the bad and the ugly," Other publications TiSEM 057ff042-c4d5-4019-a703-d, Tilburg University, School of Economics and Management.
    7. Wu, YiLin, 2004. "The impact of public opinion on board structure changes, director career progression, and CEO turnover: evidence from CalPERS' corporate governance program," Journal of Corporate Finance, Elsevier, vol. 10(1), pages 199-227, January.

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