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Characteristics of Hostile and Friendly Takeover Targets

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  • Randall Morck
  • Andrei Shleifer
  • Robert W. Vishny

Abstract

Compared to an average Fortune 500 firm, a target of a hostile takeover is smaller, older, has a lower Tobin's Q, invests less of its income, and is growing more slowly. The low Q seems to be an industry-specific rather than a firm-specific effect. In addition, a hostile target is less likely to be run by a member of the founding family, and has lower officer ownership, than the average firm. In contrast, a target of a friendly acquisitions is smaller and younger than an average Fortune 500 firm, and has comparable Tobin's Qs and most other financial characteristics. Friendly targets are more likely to be run by a member of the founding family, and have higher officer ownership, than the average firm. The decision of a CEO with a large stake and/or with a relationship to a founder to retire often precipitates a friendly acquisition. These results suggest that the motive for a takeover often determines its mood. Thus disciplinary takeovers are more often hostile, and synergistic ones are more often friendly.

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Bibliographic Info

Paper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 2295.

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Date of creation: Jun 1987
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Publication status: published as "Characteristics of Targets of Hostile and Friendly Takeovers" In Corporate Takeovers: Causes and Consequences, edited by Alan J. Auerbach, pp. 101- 129. Chicago: The University of Chicago Press, 1988.
Handle: RePEc:nbr:nberwo:2295

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  1. Shleifer, Andrei & Vishny, Robert W, 1988. "Value Maximization and the Acquisition Process," Journal of Economic Perspectives, American Economic Association, vol. 2(1), pages 7-20, Winter.
  2. Charles Brown & James L. Medoff, 1988. "The Impact of Firm Acquisitions on Labor," NBER Chapters, in: Corporate Takeovers: Causes and Consequences, pages 9-32 National Bureau of Economic Research, Inc.
  3. Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-29, May.
  4. Palepu, Krishna G., 1986. "Predicting takeover targets : A methodological and empirical analysis," Journal of Accounting and Economics, Elsevier, vol. 8(1), pages 3-35, March.
  5. Demsetz, Harold & Lehn, Kenneth, 1985. "The Structure of Corporate Ownership: Causes and Consequences," Journal of Political Economy, University of Chicago Press, University of Chicago Press, vol. 93(6), pages 1155-77, December.
  6. Ralph A. Walkling & Michael S. Long, 1984. "Agency Theory, Managerial Welfare, and Takeover Bid Resistance," RAND Journal of Economics, The RAND Corporation, vol. 15(1), pages 54-68, Spring.
  7. Murphy, Kevin J., 1985. "Corporate performance and managerial remuneration : An empirical analysis," Journal of Accounting and Economics, Elsevier, vol. 7(1-3), pages 11-42, April.
  8. Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation : An empirical analysis," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 293-315, January.
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Citations

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Cited by:
  1. Alberto E. Chong & Florencio López-de-Silanes, 2007. "Corporate Governance in Latin America," IDB Publications 6723, Inter-American Development Bank.
  2. Charlie Weir & David Laing, 2003. "Ownership structure, board composition and the market for corporate control in the UK: an empirical analysis," Applied Economics, Taylor & Francis Journals, Taylor & Francis Journals, vol. 35(16), pages 1747-1759.
  3. Mohd, Irfan, 2010. "The Role of Executives in Hostile Takeover Attempts," MPRA Paper 22123, University Library of Munich, Germany, revised 15 Apr 2010.
  4. Alberto Chong & Florencio Lopez-de-Silanes, 2007. "Gobierno Corporativo en América Latina," Research Department Publications 4495, Inter-American Development Bank, Research Department.
  5. Morck, Randall & Shleifer, Andrei & Vishny, Robert W, 1989. "Alternative Mechanisms for Corporate Control," American Economic Review, American Economic Association, vol. 79(4), pages 842-52, September.
  6. Bennedsen, Morten & Nielsen, Kasper & Pérez-González, Francisco & Wolfenzon, Daniel, 2005. "Inside the Family Firm," Working Papers 21-2005, Copenhagen Business School, Department of Economics.
  7. Gregor Andrade & Mark Mitchell & Erik Stafford, 2001. "New Evidence and Perspectives on Mergers," Journal of Economic Perspectives, American Economic Association, vol. 15(2), pages 103-120, Spring.
  8. Van Beers, Cees & Dekker, Ronald, 2009. "Acquisitions, Divestitures and Innovation Performance in the Netherlands," MPRA Paper 13464, University Library of Munich, Germany.
  9. Don Goldstein, 2000. "Hostile Takeovers as Corporate Governance? Evidence from the 1980s," Review of Political Economy, Taylor & Francis Journals, Taylor & Francis Journals, vol. 12(4), pages 381-402.
  10. Song, Moon H. & Walkling, Ralph A., 2004. "Anticipation, Acquisitions and the Bidder Return Puzzle," Working Paper Series 2004-15, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
  11. Morten Bennedsen & Kasper Nielsen & Francisco Pérez-González & Daniel Wolfenzon, 2005. "Inside the Family Firm: The Role of Families in Succession Decisions and Performance," CIE Discussion Papers, University of Copenhagen. Department of Economics. Centre for Industrial Economics 2005-13, University of Copenhagen. Department of Economics. Centre for Industrial Economics, revised Sep 2005.
  12. Ana I. Fernández & Silvia Gómez-Ansón, 1999. "Un estudio de las Ofertas Públicas de Adquisición en el mercado de valores español," Investigaciones Economicas, Fundación SEPI, Fundación SEPI, vol. 23(3), pages 471-495, September.

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