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Takeover Defenses, Firm-Specific Skills and Managerial Entrenchment

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Author Info
Filippo Ippolito
Abstract

We examine the shareholder wealth effects of takeover defenses by developing a model in which takeovers facilitate the implementation of technological innovations. In the rational expectations equilibrium of the model with explicit contracts, we show that takeover defenses are deployed to insure employees' firm-specific skills and that defenses dominate severance payments as an insurance mechanism because the latter distort the incentives of employees to exert effort. However, takeover defenses also result in managerial entrenchment. Managers of firms with weak boards choose takeover defenses which maximize their benefits of control, rather than shareholder wealth: golden parachutes serve to align managerial and shareholder preferences.

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Paper provided by Oxford Financial Research Centre in its series OFRC Working Papers Series with number 2005fe13.

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Date of creation: 2005
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Handle: RePEc:sbs:wpsefe:2005fe13

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Find related papers by JEL classification:
G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
J24 - Labor and Demographic Economics - - Demand and Supply of Labor - - - Human Capital; Skills; Occupational Choice; Labor Productivity
J41 - Labor and Demographic Economics - - Particular Labor Markets - - - Labor Contracts

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  1. Saeyoung Chang, 1998. "Takeovers of Privately Held Targets, Methods of Payment, and Bidder Returns," Journal of Finance, American Finance Association, vol. 53(2), pages 773-784, 04. [Downloadable!] (restricted)
  2. Kini, Omesh & Kracaw, William & Mian, Shehzad, 1995. "Corporate takeovers, firm performance, and board composition," Journal of Corporate Finance, Elsevier, vol. 1(3-4), pages 383-412, April. [Downloadable!] (restricted)
  3. Charles Brown & James L. Medoff, 1987. "The Impact of Firm Acquisitions on Labor," NBER Working Papers 2273, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
    Other versions:
  4. Meyer, Margaret A & Milgrom, Paul & Roberts, Donald John, 1992. "Organizational Prospects, Influence Costs, and Ownership Changes," CEPR Discussion Papers 665, C.E.P.R. Discussion Papers. [Downloadable!] (restricted)
    Other versions:
  5. Ellie G. Harris, 1990. "Antitakeover Measures, Golden Parachutes, and Target Firm Shareholder Welfare," RAND Journal of Economics, The RAND Corporation, vol. 21(4), pages 614-625, Winter. [Downloadable!] (restricted)
  6. Pearce II, John A. & Robinson, Richard Jr., 2004. "Hostile takeover defenses that maximize shareholder wealth," Business Horizons, Elsevier, vol. 47(5), pages 15-24. [Downloadable!] (restricted)
  7. Kaplan, Steven, 1989. "The effects of management buyouts on operating performance and value," Journal of Financial Economics, Elsevier, vol. 24(2), pages 217-254. [Downloadable!] (restricted)
  8. Bradley, Michael & Desai, Anand & Kim, E. Han, 1988. "Synergistic gains from corporate acquisitions and their division between the stockholders of target and acquiring firms," Journal of Financial Economics, Elsevier, vol. 21(1), pages 3-40, May. [Downloadable!] (restricted)
  9. Stein, Jeremy C, 1988. "Takeover Threats and Managerial Myopia," Journal of Political Economy, University of Chicago Press, vol. 96(1), pages 61-80, February. [Downloadable!] (restricted)
  10. Comment, Robert & Schwert, G. William, 1995. "Poison or placebo? Evidence on the deterrence and wealth effects of modern antitakeover measures," Journal of Financial Economics, Elsevier, vol. 39(1), pages 3-43, September. [Downloadable!] (restricted)
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  11. Sanford J. Grossman & Oliver D. Hart, 1980. "Takeover Bids, the Free-Rider Problem, and the Theory of the Corporation," Bell Journal of Economics, The RAND Corporation, vol. 11(1), pages 42-64, Spring. [Downloadable!] (restricted)
  12. Bhagat, Sanjai & Dong, Ming & Hirshleifer, David & Noah, Robert, 2005. "Do tender offers create value? New methods and evidence," Journal of Financial Economics, Elsevier, vol. 76(1), pages 3-60, April. [Downloadable!] (restricted)
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  13. Knoeber, Charles R, 1986. "Golden Parachutes, Shark Repellents, and Hostile Tender Offers," American Economic Review, American Economic Association, vol. 76(1), pages 155-67, March. [Downloadable!] (restricted)
  14. Gokhale, Jagadeesh & Groshen, Erica L & Neumark, David, 1995. "Do Hostile Takeovers Reduce Extramarginal Wage Payments?," The Review of Economics and Statistics, MIT Press, vol. 77(3), pages 470-85, August. [Downloadable!] (restricted)
    Other versions:
  15. Kamma, Sreenivas & Weintrop, Joseph & Wier, Peggy, 1988. "Investors' perceptions of the Delaware Supreme Court decision in Unocal v. Mesa," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 419-430, January. [Downloadable!] (restricted)
  16. Frank Lichtenberg & Donald Siegel, 1991. "The Effect of Takeovers on the Employment and Wages of Central-Office and Other Personnel," NBER Working Papers 2895, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
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  17. Borokhovich, Kenneth A & Brunarski, Kelly R & Parrino, Robert, 1997. " CEO Contracting and Antitakeover Amendments," Journal of Finance, American Finance Association, vol. 52(4), pages 1495-1517, September. [Downloadable!] (restricted)
  18. Brickley, James A & James, Christopher M, 1987. "The Takeover Market, Corporate Board Composition, and Ownership Structure: The Case of Banking," Journal of Law & Economics, University of Chicago Press, vol. 30(1), pages 161-80, April.
  19. Daines, Robert, 2001. "Does Delaware law improve firm value?," Journal of Financial Economics, Elsevier, vol. 62(3), pages 525-558, December. [Downloadable!] (restricted)
  20. Jensen, Michael C, 1988. "Takeovers: Their Causes and Consequences," Journal of Economic Perspectives, American Economic Association, vol. 2(1), pages 21-48, Winter. [Downloadable!] (restricted)
  21. Jeffrey Pontiff & Andrei Shleifer & Michael S. Weisbach, 1990. "Reversions of Excess Pension Assets after Takeovers," RAND Journal of Economics, The RAND Corporation, vol. 21(4), pages 600-613, Winter. [Downloadable!] (restricted)
  22. Agrawal, Anup & Knoeber, Charles R., 1998. "Managerial compensation and the threat of takeover," Journal of Financial Economics, Elsevier, vol. 47(2), pages 219-239, February. [Downloadable!] (restricted)
  23. Brennan, M. J. & Franks, J., 1997. "Underpricing, ownership and control in initial public offerings of equity securities in the UK," Journal of Financial Economics, Elsevier, vol. 45(3), pages 391-413, September. [Downloadable!] (restricted)
  24. Scharfstein, David, 1988. "The Disciplinary Role of Takeovers," Review of Economic Studies, Blackwell Publishing, vol. 55(2), pages 185-99, April. [Downloadable!] (restricted)
  25. Martin, Kenneth J & McConnell, John J, 1991. " Corporate Performance, Corporate Takeovers, and Management Turnover," Journal of Finance, American Finance Association, vol. 46(2), pages 671-87, June. [Downloadable!] (restricted)
  26. Chemla, Gilles, 2005. "Hold-up, stakeholders and takeover threats," Journal of Financial Intermediation, Elsevier, vol. 14(3), pages 376-397, July. [Downloadable!] (restricted)
  27. Laura Casares Field & Jonathan M. Karpoff, 2002. "Takeover Defenses of IPO Firms," Journal of Finance, American Finance Association, vol. 57(5), pages 1857-1889, October. [Downloadable!] (restricted)
  28. Garvey, Gerald T & Gaston, Noel, 1997. "A Theory of the Optimal Cost Barrier to Corporate Takeovers," International Economic Review, Department of Economics, University of Pennsylvania and Osaka University Institute of Social and Economic Research Association, vol. 38(3), pages 657-75, August.
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