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Implicit contracts, takeovers and corporate governance: in the shadow of the city code

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Author Info
Simon Deakin
Richard Hobbs
David Nash
Giles Slinger
Abstract

This paper offers a qualitative, case-study based analysis of hostile takeover bids mounted in the UK in the mid-1990s under the regime of the City Code on Takeovers and Mergers. It is shown that during bids, directors of bid targets focus on the concerns of target shareholders to the exclusion of other stakeholder groups. A review of the case studies five years on find that, almost withouth exception, mergers led to large-scale job losses and asset disposals. However, almost none of the bids were considered by financial commentators, at this point, to have generated shareholder value for investors in that merged company. While there is therefore clear evidence that the Takeover Code is effective in protecting the interests of target shareholders, the implications of the Code for efficiency in corporate performance are much less certain.

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Publisher Info
Paper provided by ESRC Centre for Business Research in its series ESRC Centre for Business Research - Working Papers with number wp254.

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Date of creation: Dec 2002
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Handle: RePEc:cbr:cbrwps:wp254

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Web page: http://www.cbr.cam.ac.uk/

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Related research
Keywords: hostile takeovers; stakeholding; implicit contracts; breach of trust;

Find related papers by JEL classification:
D23 - Microeconomics - - Production and Organizations - - - Organizational Behavior; Transaction Costs; Property Rights
G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
K22 - Law and Economics - - Regulation and Business Law - - - Corporation and Securities Law
K31 - Law and Economics - - Other Substantive Areas of Law - - - Labor Law

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References listed on IDEAS
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
  1. Zingales, Luigi, 1998. "Corporate Governance," CEPR Discussion Papers 1806, C.E.P.R. Discussion Papers. [Downloadable!] (restricted)
  2. Simon Deakin & Alan Hughes, 1999. "Economic Efficiency and the Proceduralisation of Company Law," ESRC Centre for Business Research - Working Papers wp133, ESRC Centre for Business Research. [Downloadable!]
  3. Fama, Eugene F & Jensen, Michael C, 1983. "Separation of Ownership and Control," Journal of Law & Economics, University of Chicago Press, vol. 26(2), pages 301-25, June.
  4. Alan J. Auerbach, 1988. "Corporate Takeovers: Causes and Consequences," NBER Books, National Bureau of Economic Research, Inc, number auer88-1.
  5. Andrei Shleifer & Lawrence H. Summers, 1988. "Breach of Trust in Hostile Takeovers," NBER Chapters, in: Corporate Takeovers: Causes and Consequences, pages 33-68 National Bureau of Economic Research, Inc. [Downloadable!]
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Cited by:
(explanations, Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.)

  1. Christel Lane, 2003. "Changes in corporate governance of German corporations: convergence to the Anglo-American model?," ESRC Centre for Business Research - Working Papers wp259, ESRC Centre for Business Research. [Downloadable!]
  2. Hilary Bates & Nick Oliver & Matthias Holweg & Michael Lewis, 2004. "Motor vehicle recalls: trends, patterns and emerging issues," ESRC Centre for Business Research - Working Papers wp295, ESRC Centre for Business Research.
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