IDEAS home Printed from https://ideas.repec.org/p/boc/bocoec/393.html
   My bibliography  Save this paper

Poison Pills, Optimal Contracting and the Market for Corporate Control: Evidence from Fortune 500 Firms

Author

Listed:
  • Atreya Chakraborty

    (Brandeis University)

  • Christopher F. Baum

    (Boston College)

Abstract

The rationale for issuing poison pill securities remains unclear, despite the findings of a large body of prior research that these defenses adversely affect shareholder wealth. This paper investigates the hypothesis that the adoption of such defenses may reflect shareholders' desire to contract efficiently with their managers in an environment characterized by hostile takeovers and uncertainty about the managers' true performance. Unlike previous research, we focus on financial characteristics of firms as they relate to the motives for adopting such defenses. Our empirical research does not support the optimal contacting hypothesis. We interpret our results as supportive of the managerial entrenchment hypothesis.

Suggested Citation

  • Atreya Chakraborty & Christopher F. Baum, 1997. "Poison Pills, Optimal Contracting and the Market for Corporate Control: Evidence from Fortune 500 Firms," Boston College Working Papers in Economics 393, Boston College Department of Economics.
    • Handle: RePEc:boc:bocoec:393
    as

    Download full text from publisher

    File URL: http://fmwww.bc.edu/EC-P/wp393.pdf
    Download Restriction: no
    ---><---

    References listed on IDEAS

    as
    1. Andrei Shleifer & Lawrence H. Summers, 1988. "Breach of Trust in Hostile Takeovers," NBER Chapters, in: Corporate Takeovers: Causes and Consequences, pages 33-68, National Bureau of Economic Research, Inc.
    2. Bengt Holmstrom, 1980. "Equilibrium Long-Term Labor Contracts," Discussion Papers 414R, Northwestern University, Center for Mathematical Studies in Economics and Management Science.
    3. Lang, Larry H. P. & Stulz, ReneM. & Walkling, Ralph A., 1989. "Managerial performance, Tobin's Q, and the gains from successful tender offers," Journal of Financial Economics, Elsevier, vol. 24(1), pages 137-154, September.
    4. Malatesta, Paul H. & Walkling, Ralph A., 1988. "Poison pill securities : Stockholder wealth, profitability, and ownership structure," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 347-376, January.
    5. Ryngaert, Michael, 1988. "The effect of poison pill securities on shareholder wealth," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 377-417, January.
    6. Randall Morck & Andrei Shleifer & Robert W. Vishny, 1988. "Characteristics of Targets of Hostile and Friendly Takeovers," NBER Chapters, in: Corporate Takeovers: Causes and Consequences, pages 101-136, National Bureau of Economic Research, Inc.
    7. Hayashi, Fumio, 1982. "Tobin's Marginal q and Average q: A Neoclassical Interpretation," Econometrica, Econometric Society, vol. 50(1), pages 213-224, January.
    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. Gine, Mireia & Moussawi, Rabih & Sedunov, John, 2017. "Governance mechanisms and effective activism: Evidence from shareholder proposals on poison pills," Journal of Empirical Finance, Elsevier, vol. 43(C), pages 185-202.

    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. 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.
    2. Shleifer, Andrei & Vishny, Robert W, 1997. "A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    3. A Cosh & P Guest, 2001. "The Long-Run Performance of Hostile Takeovers: UK Evidence," Working Papers wp215, Centre for Business Research, University of Cambridge.
    4. Karpoff, Jonathan M. & Malatesta, Paul H. & Walkling, Ralph A., 1996. "Corporate governance and shareholder initiatives: Empirical evidence," Journal of Financial Economics, Elsevier, vol. 42(3), pages 365-395, November.
    5. Robin Nuttall, 1999. "Takeover Likelihood Models for UK Quoted Companies," Economics Series Working Papers 1999-W06, University of Oxford, Department of Economics.
    6. Molin, Johan, 1996. "Optimal deterrence and inducement of takeovers: An analysis of poison pills and dilution," SSE/EFI Working Paper Series in Economics and Finance 102, Stockholm School of Economics.
    7. Denis, David J. & Serrano, Jan M., 1996. "Active investors and management turnover following unsuccessful control contests," Journal of Financial Economics, Elsevier, vol. 40(2), pages 239-266, February.
    8. Arouri, Mohamed & Gomes, Mathieu & Pukthuanthong, Kuntara, 2019. "Corporate social responsibility and M&A uncertainty," Journal of Corporate Finance, Elsevier, vol. 56(C), pages 176-198.
    9. Cline, Brandon N. & Walkling, Ralph A. & Yore, Adam S., 2018. "The consequences of managerial indiscretions: Sex, lies, and firm value," Journal of Financial Economics, Elsevier, vol. 127(2), pages 389-415.
    10. Haan, Marco A. & Riyanto, Yohanes, 2006. "The effects of takeover threats on shareholders and firm value," Journal of Economic Behavior & Organization, Elsevier, vol. 59(1), pages 45-68, January.
    11. Frattaroli, Marc, 2020. "Does protectionist anti-takeover legislation lead to managerial entrenchment?," Journal of Financial Economics, Elsevier, vol. 136(1), pages 106-136.
    12. James M. Forjan, 1999. "The wealth effects of shareholder‐sponsored proposals," Review of Financial Economics, John Wiley & Sons, vol. 8(1), pages 61-72.
    13. James Forjan & Bonnie Van Ness, 2003. "An Investigation of Poison Pill Securities, Long-Term Debt, and the Wealth of Shareholders," American Journal of Business, Emerald Group Publishing, vol. 18(2 Y), pages 17-22.
    14. Thomas H. Noe & Michael J. Rebello, 2006. "The Role of Debt Purchases in Takeovers: A Tale of Two Retailers," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 15(3), pages 609-648, September.
    15. Sokolyk, Tatyana, 2011. "The effects of antitakeover provisions on acquisition targets," Journal of Corporate Finance, Elsevier, vol. 17(3), pages 612-627, June.
    16. Martynova, M. & Renneboog, L.D.R., 2005. "Takeover Waves : Triggers, Performance and Motives," Discussion Paper 2005-029, Tilburg University, Tilburg Law and Economic Center.
    17. Henry Tosi, 2008. "Quo Vadis? Suggestions for future corporate governance research," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 12(2), pages 153-169, May.
    18. Danielson, Morris G. & Karpoff, Jonathan M., 2006. "Do pills poison operating performance?," Journal of Corporate Finance, Elsevier, vol. 12(3), pages 536-559, June.
    19. Li, Xiaoyang, 2013. "Productivity, restructuring, and the gains from takeovers," Journal of Financial Economics, Elsevier, vol. 109(1), pages 250-271.
    20. Lawrance Gordon & Mary Myers, 1998. "Tobin's q and overinvestment," Applied Economics Letters, Taylor & Francis Journals, vol. 5(1), pages 1-4.

    More about this item

    Keywords

    corporate control; managerial entrenchment; optimal contracting;
    All these keywords.

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • D23 - Microeconomics - - Production and Organizations - - - Organizational Behavior; Transaction Costs; Property Rights

    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:393. 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.