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Why Firms Adopt Antitakeover Arrangements

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  • Lucian Arye Bebchuk

Abstract

Firms going public have increasingly been incorporating antitakeover provisions in their IPO charters, while shareholders of existing companies have increasingly been voting in opposition to such charter provisions. This paper identifies possible explanations for this empirical pattern. Specifically, I analyze explanations based on (1) the role of antitakeover arrangements in encouraging founders to break up their initial control blocks, (2) efficient private benefits of control, (3) agency problems among pre-IPO shareholders, (4) agency problems between pre-IPO shareholders and their IPO lawyers, (5) asymmetric information between founders and public investors about the firm's future growth prospects, and (6) bounded attention and imperfect pricing at the IPO stage.

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Bibliographic Info

Paper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 10190.

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Date of creation: Dec 2003
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Publication status: published as Bebchuk, Lucian A. “Why Firms Adopt Antitakeover Arrangements." University of Pennsylvania Law Review 152 (2003): 713-753.
Handle: RePEc:nbr:nberwo:10190

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Cited by:
  1. Bebchuk, Lucian A. & Cohen, Alma, 2005. "The costs of entrenched boards," Journal of Financial Economics, Elsevier, vol. 78(2), pages 409-433, November.
  2. Humphery-Jenner, Mark L. & Powell, Ronan G., 2011. "Firm size, takeover profitability, and the effectiveness of the market for corporate control: Does the absence of anti-takeover provisions make a difference?," Journal of Corporate Finance, Elsevier, vol. 17(3), pages 418-437, June.
  3. Linus Wilson, 2011. "Hard debt, soft CEOs, and union rents," Managerial Finance, Emerald Group Publishing, vol. 37(8), pages 736-764, August.

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