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Determinants of corporate anti-takeover provisions

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  • Juan Santaló

    () (Instituto de Empresa)

Abstract

In this paper I study empirically the industry and firm characteristics that determine the level of corporate antitakeover protection. I find that the level of antitakeover protection is negatively associated with the level of firm-specific organizational capital and with stock market volatility. On the other hand, firms that allow a larger degree of antitakeover protection to their managers do indeed invest more in long term projects and operate in more concentrated industries. All these findings are consistent with a managerial entrenchment interpretation of corporate antitakeover provisions.

Suggested Citation

  • Juan Santaló, 2004. "Determinants of corporate anti-takeover provisions," Working Papers Economia wp04-28, Instituto de Empresa, Area of Economic Environment.
  • Handle: RePEc:emp:wpaper:wp04-28
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    File URL: http://latienda.ie.edu/working_papers_economia/WP04-28.pdf
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    References listed on IDEAS

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    1. Stein, Jeremy C, 1988. "Takeover Threats and Managerial Myopia," Journal of Political Economy, University of Chicago Press, vol. 96(1), pages 61-80, February.
    2. 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.
    3. Stulz, ReneM., 1988. "Managerial control of voting rights : Financing policies and the market for corporate control," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 25-54, January.
    4. Aghion, Philippe & Tirole, Jean, 1997. "Formal and Real Authority in Organizations," Journal of Political Economy, University of Chicago Press, vol. 105(1), pages 1-29, February.
    5. Michael Raith, 2003. "Competition, Risk, and Managerial Incentives," American Economic Review, American Economic Association, vol. 93(4), pages 1425-1436, September.
    6. 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.
    7. Sendhil Mullainathan & Marianne Bertrand, 1998. "Executive Compensation and Incentives: The Impact of Takeover Legislation," Working papers 98-20, Massachusetts Institute of Technology (MIT), Department of Economics.
    8. Demsetz, Harold & Lehn, Kenneth, 1985. "The Structure of Corporate Ownership: Causes and Consequences," Journal of Political Economy, University of Chicago Press, vol. 93(6), pages 1155-1177, December.
    9. Gerald T. Garvey & Gordon Hanka, 1999. "Capital Structure and Corporate Control: The Effect of Antitakeover Statutes on Firm Leverage," Journal of Finance, American Finance Association, vol. 54(2), pages 519-546, April.
    10. Lucian Arye Bebchuk & John C. Coates IV & Guhan Subramanian, 2002. "The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence and Policy," NBER Working Papers 8974, National Bureau of Economic Research, Inc.
    11. Lucian Arye Bebchuk, 2002. "The Case Against Board Veto in Corporate Takeovers," NBER Working Papers 9078, National Bureau of Economic Research, Inc.
    12. Prescott, Edward C & Visscher, Michael, 1980. "Organization Capital," Journal of Political Economy, University of Chicago Press, vol. 88(3), pages 446-461, June.
    13. Canice Prendergast, 2002. "The Tenuous Trade-off between Risk and Incentives," Journal of Political Economy, University of Chicago Press, vol. 110(5), pages 1071-1102, October.
    14. Linn, Scott C. & McConnell, John J., 1983. "An empirical investigation of the impact of `antitakeover' amendments on common stock prices," Journal of Financial Economics, Elsevier, vol. 11(1-4), pages 361-399, April.
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    Keywords

    Takeover defenses; Organizational capital; Product market competition; Managerial compensation;

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