The Case Against Board Veto in Corporate Takeovers
AbstractThis paper argues that once undistorted shareholder choice is ensured -- which can be done by making it necessary for hostile bidders to win a vote of shareholder support -- boards should not have veto power over takeover bids. The paper considers all of the arguments that have been offered for board veto -- including ones based on analogies to other corporate decisions, directors' superior information, bargaining by management, pressures on managers to focus on the short-run, inferences from IPO charters, interests of long-term shareholders, aggregate shareholder wealth, and protection of stakeholders. Examining these arguments both at the level of theory and in light of all available empirical evidence, the paper concludes that none of them individually, nor all of them taken together, warrants a board veto. Finally, the paper discusses the implications that the analysis has for judicial review of defensive tactics.
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Bibliographic InfoPaper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 9078.
Date of creation: Jul 2002
Date of revision:
Publication status: published as Bebchuk, Lucian Arye. 58. “The Case Against Board Veto in Corporate Takeovers." University of Chicago Law Review 69 (2002): 973-1035.
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Other versions of this item:
- Bebchuk, Lucian Arye, 2002. "The Case Against Board Veto in Corporate Takeovers," CEPR Discussion Papers 3445, C.E.P.R. Discussion Papers.
- G30 - Financial Economics - - Corporate Finance and Governance - - - General
- G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
This paper has been announced in the following NEP Reports:
- NEP-ALL-2002-07-31 (All new papers)
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- Lucian Bebchuk, .
"The Costs of Entrenched Boards,"
American Law & Economics Association Annual Meetings
1091, American Law & Economics Association.
- Goergen, M. & Martynova, M. & Renneboog, L.D.R., 2005.
"Corporate Governance Convergence: Evidence from Takeover Regulation Reforms in Europe,"
2005-017, Tilburg University, Tilburg Law and Economic Center.
- Marc Goergen, 2005. "Corporate Governance Convergence: Evidence From Takeover Regulation Reforms in Europe," Oxford Review of Economic Policy, Oxford University Press, vol. 21(2), pages 243-268, Summer.
- Marc Goergen & Marina Martynova & Luc Renneboog, 2005. "Corporate Governance Convergence: Evidence From Takeover Regulation Reforms in Europe," Working Papers 05-19, Utrecht School of Economics.
- Goergen, M. & Martynova, M. & Renneboog, L.D.R., 2005. "Corporate Governance Convergence: Evidence from Takeover Regulation Reforms in Europe," Discussion Paper 2005-63, Tilburg University, Center for Economic Research.
- Juan Santalo, 2004. "Determinants of corporate anti-takeover provisions," Working Papers Economia wp04-28, Instituto de Empresa, Area of Economic Environment.
- Juan Santalo & Carl Kock, 2005. "Corporate governance & the environment: bad discretion, good discretion, and environmental (...)," Working Papers Economia wp05-24, Instituto de Empresa, Area of Economic Environment.
- Robert Campbell & Chinmoy Ghosh & Milena Petrova & C. Sirmans, 2011. "Corporate Governance and Performance in the Market for Corporate Control: The Case of REITs," The Journal of Real Estate Finance and Economics, Springer, vol. 42(4), pages 451-480, May.
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