IDEAS home Printed from https://ideas.repec.org/p/boc/bocoec/351.html
   My bibliography  Save this paper

Takeover Defenses and Dilution: A Welfare Analysis

Author

Listed:
  • 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
    as

    Download full text from publisher

    File URL: http://fmwww.bc.edu/EC-P/wp351.pdf
    Download Restriction: no
    ---><---

    Other versions of this item:

    References listed on IDEAS

    as
    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.
    2. Brian J. Hall & Jeffrey B. Liebman, 1998. "Are CEOs Really Paid Like Bureaucrats?," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 113(3), pages 653-691.
    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," The Review of Economic Studies, Review of Economic Studies Ltd, 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.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Clara Graziano & Annalisa Luporini, 2003. "Board Efficiency and Internal Corporate Control Mechanisms," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 12(4), pages 495-530, December.
    2. 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.
    3. 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.
    4. Chakraborty, Atreya, 2008. "Golden parachutes and shark repellents and shareholders' interests: Some new evidence," Global Finance Journal, Elsevier, vol. 18(3), pages 373-384.

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Naeem Tabassum & Satwinder Singh, 2020. "Corporate Governance and Organisational Performance," Springer Books, Springer, number 978-3-030-48527-6, December.
    2. Mike Burkart & Samuel Lee, 2008. "One Share - One Vote: the Theory," Review of Finance, European Finance Association, vol. 12(1), pages 1-49.
    3. Nenova, Tatiana, 2006. "Takeover laws and financial development," Policy Research Working Paper Series 4029, The World Bank.
    4. Rudolf Kerschbamer, 1998. "Disciplinary Takeovers and Industry Effects," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 7(2), pages 265-306, June.
    5. Shleifer, Andrei & Vishny, Robert W, 1997. "A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    6. 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.
    7. Ferrell, Allen & Liang, Hao & Renneboog, Luc, 2016. "Socially responsible firms," Journal of Financial Economics, Elsevier, vol. 122(3), pages 585-606.
    8. Matthias Kiefer & Edward Jones & Andrew Adams, 2016. "Principals, Agents and Incomplete Contracts: Are Surrender of Control and Renegotiation the Solution?," CFI Discussion Papers 1603, Centre for Finance and Investment, Heriot Watt University.
    9. Maug, Ernst, 1997. "Boards of directors and capital structure: Alternative forms of corporate restructuring," Journal of Corporate Finance, Elsevier, vol. 3(2), pages 113-139, April.
    10. Franks, Julian & Mayer, Colin, 1996. "Hostile takeovers and the correction of managerial failure," Journal of Financial Economics, Elsevier, vol. 40(1), pages 163-181, January.
    11. Bushman, Robert M. & Smith, Abbie J., 2001. "Financial accounting information and corporate governance," Journal of Accounting and Economics, Elsevier, vol. 32(1-3), pages 237-333, December.
    12. Börsch-Supan, Axel & Köke, Jens, 2000. "An applied econometricians' view of empirical corporate governance studies," ZEW Discussion Papers 00-17, ZEW - Leibniz Centre for European Economic Research.
    13. Sokolyk, Tatyana, 2011. "The effects of antitakeover provisions on acquisition targets," Journal of Corporate Finance, Elsevier, vol. 17(3), pages 612-627, June.
    14. He, Yan & Chiu, Yung-ho & Zhang, Bin, 2015. "The impact of corporate governance on state-owned and non-state-owned firms efficiency in China," The North American Journal of Economics and Finance, Elsevier, vol. 33(C), pages 252-277.
    15. Michel A. Habib & Alexander Ljungqvist, 2005. "Firm Value and Managerial Incentives: A Stochastic Frontier Approach," The Journal of Business, University of Chicago Press, vol. 78(6), pages 2053-2094, November.
    16. Shi, Juehui & Lin, Winston T. & Pham, Ngoc Cindy, 2021. "The Relationships Among Managerial Discretion, Firm Performance, and Chief Executive Officer Compensation: A Simultaneous Equations System Approach," American Business Review, Pompea College of Business, University of New Haven, vol. 24(1), pages 114-140, May.
    17. Guthrie, Graeme & Hobbs, Cameron, 2021. "How managerial ownership and the market for corporate control can improve investment timing," Journal of Banking & Finance, Elsevier, vol. 128(C).
    18. Martynova, M. & Renneboog, L.D.R., 2006. "The Performance of the European Market for Corporate Control : Evidence from the 5th Takeover Wave," Discussion Paper 2006-118, Tilburg University, Center for Economic Research.
    19. Ferrell, A. & Liang, Hao & Renneboog, Luc, 2016. "Socially responsible firms," Other publications TiSEM 07e115ac-fdcb-4c4b-a0b8-a, Tilburg University, School of Economics and Management.
    20. Martynova, M., 2006. "The market for corporate control and corporate governance regulation in Europe," Other publications TiSEM 8651e281-4914-41f2-ac14-1, Tilburg University, School of Economics and Management.

    More about this item

    Keywords

    merger and acquisition; cost of takeover; asset dilution;
    All these keywords.

    JEL classification:

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

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:boc:bocoec:351. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Christopher F Baum (email available below). General contact details of provider: https://edirc.repec.org/data/debocus.html .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.