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Takeover Defenses and Dilution: A Welfare Analysis

Author

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  • Atreya Chakraborty

    (Charles River Associates)

  • Richard Arnott

    () (Boston College)

Abstract

This paper highlights the role of takeover defenses in the acquisition process. If managerial defensive effort is fixed, the unregulated level of takeover activity is lower than socially desirable since shareholders regard the financial incentives given to raiders to stimulate takeover activity as a cost, while society views them as a transfer. We show that this result no longer holds if defensive effort is variable -- the unregulated market for corporate control will generate excessive takeovers. One implication of our analysis is that in the presence of substantial anti-takeover related expenditures the gains from takeover will be overestimated. These gains include the benefits from dismantling defenses which were installed because of the takeover threat.

Suggested Citation

  • Atreya Chakraborty & Richard Arnott, 1997. "Takeover Defenses and Dilution: A Welfare Analysis," Boston College Working Papers in Economics 351., Boston College Department of Economics, revised 06 Oct 2000.
  • Handle: RePEc:boc:bocoec:351
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    File URL: http://fmwww.bc.edu/EC-P/wp351.pdf
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    References listed on IDEAS

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    1. 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.
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    3. Shleifer, Andrei & Vishny, Robert W., 1989. "Management entrenchment : The case of manager-specific investments," Journal of Financial Economics, Elsevier, vol. 25(1), pages 123-139, November.
    4. Dann, Larry Y. & DeAngelo, Harry, 1988. "Corporate financial policy and corporate control : A study of defensive adjustments in asset and ownership structure," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 87-127, January.
    5. Paul Bolster & Don Chance & Don Rich, 1996. "Executive Equity Swaps and Corporate Insider Holdings," Financial Management, Financial Management Association, vol. 25(2), Summer.
    6. Denis, David J, 1990. " Defensive Changes in Corporate Payout Policy: Share Repurchases and Special Dividends," Journal of Finance, American Finance Association, vol. 45(5), pages 1433-1456, December.
    7. 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.
    8. Jensen, Michael C & Murphy, Kevin J, 1990. "Performance Pay and Top-Management Incentives," Journal of Political Economy, University of Chicago Press, vol. 98(2), pages 225-264, April.
    9. Bagwell, Laurie Simon, 1992. " Dutch Auction Repurchases: An Analysis of Shareholder Heterogeneity," Journal of Finance, American Finance Association, vol. 47(1), pages 71-105, March.
    10. David Scharfstein, 1988. "The Disciplinary Role of Takeovers," Review of Economic Studies, Oxford University Press, vol. 55(2), pages 185-199.
    11. Denis, David J. & Denis, Diane K., 1993. "Managerial discretion, organizational structure, and corporate performance : A study of leveraged recapitalizations," Journal of Accounting and Economics, Elsevier, vol. 16(1-3), pages 209-236, April.
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    Cited by:

    1. João Paulo Vieito & António Cerqueira & Elísio Brandão & Walayet A. Khan, 2009. "Executive Compensation: the Finance Perspective," Portuguese Journal of Management Studies, ISEG, Universidade de Lisboa, vol. 0(1), pages 3-32.
    2. Fabel, Oliver & Kolmar, Martin, 2002. "Management takeover battles and the role of the golden handshake," Discussion Papers, Series I 319, University of Konstanz, Department of Economics.
    3. Chakraborty, Atreya, 2008. "Golden parachutes and shark repellents and shareholders' interests: Some new evidence," Global Finance Journal, Elsevier, vol. 18(3), pages 373-384.

    More about this item

    Keywords

    merger and acquisition; cost of takeover; asset dilution;

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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