LSN: Takeover Law (Topic)最新文献_第2页

Takeover Litigation in 2011 2011年收购诉讼

LSN: Takeover Law (Topic) Pub Date : 2012-02-02 DOI: 10.2139/ssrn.1998482

Matthew D. Cain, Steven Davidoff Solomon

引用次数: 5

Tacitcal Dilatory Practice in Litigation: Evidence from EC Merger Proceedings 诉讼中的战术拖延实践:来自欧共体合并诉讼的证据

LSN: Takeover Law (Topic) Pub Date : 2011-08-01 DOI: 10.2139/ssrn.1975260

Peter L. Ormosi

引用次数: 0

Academics in Wonderland: The Team Production and Director Primacy Models of Corporate Governance 仙境中的学者:公司治理的团队生产模型和董事主导模型

LSN: Takeover Law (Topic) Pub Date : 2008-03-03 DOI: 10.2139/SSRN.995186

G. Dent

{"title":"Academics in Wonderland: The Team Production and Director Primacy Models of Corporate Governance","authors":"G. Dent","doi":"10.2139/SSRN.995186","DOIUrl":"https://doi.org/10.2139/SSRN.995186","url":null,"abstract":"This paper examines the Team Production and Director Primacy Models of corporate governance, finds them wanting, and explains why corporate governance is moving toward shareholder primacy and why this will benefit not only investors but the whole American economy.The director primacy model posits that shareholders are so ill-informed and so divided in their interests that they would self-destruct if they controlled the firm. Accordingly they tie their own hands by ceding control to a board of independent directors. Advocates of the team production theory often agree with the foregoing but stress the importance to the firm of other constituencies, or stakeholders, including suppliers, customers, creditors and, especially, employees. To obtain the needed commitments from these stakeholders firms must credibly promise to treat them well, but these arrangements are too complex to be specified in contracts. If shareholders controlled the firm, they could renege on their implicit promises to stakeholders. Accordingly, firms hand control to a board of disinterested directors who act as mediating hierarchs to balance the interests of all constituencies.These theories are riddled with internal contradictions and fail many tests of empirical verification. In my article I expose these problems and show that the current reality of corporate governance is not control by independent, disinterested directors but by CEOs. I then discuss why the alternative -- shareholder primacy -- has not been achieved. I describe both the obstacles to shareholder control and current trends that are facilitating a stronger investor voice. Finally, I suggest that these trends and new ideas may soon lead to real shareholder primacy, and that this will benefit not only investors but the whole American economy.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"41 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-03-03","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115161571","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 14

An Examination of the Efficiency, Foreclosure, and Collusion Rationales for Vertical Takeovers 对垂直收购的效率、止赎权和合谋原理的考察

LSN: Takeover Law (Topic) Pub Date : 2008-02-04 DOI: 10.2139/ssrn.1089043

Jaideep Shenoy

{"title":"An Examination of the Efficiency, Foreclosure, and Collusion Rationales for Vertical Takeovers","authors":"Jaideep Shenoy","doi":"10.2139/ssrn.1089043","DOIUrl":"https://doi.org/10.2139/ssrn.1089043","url":null,"abstract":"We investigate the efficiency, foreclosure, and collusion rationales for vertical integration in a large sample of vertically related takeovers. The efficiency rationale, as discussed under the transaction cost economics and property rights theories, posits that vertical integration mitigates contractual inefficiencies between suppliers and customers (termed as holdup) and provides incentives to undertake relationship-specific investments. In contrast, the foreclosure and collusion rationales suggest that vertical integration is anticompetitive in nature. Specifically, the foreclosure argument suggests that vertical integration is used to raise costs of rival firms, and the collusion argument suggests that vertical integration facilitates coordination between the integrated firm and its rivals. To distinguish between the three hypotheses, we examine (1) the announcement period wealth effects to the merging firms, rival firms, and customer firms; and (2) the operating performance changes to the merging firms in vertical takeovers. We find that firms expand their vertical boundaries consistent with an efficiency enhancing rationale. \u0000 \u0000This paper was accepted by Brad Barber, finance.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"76 6","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2008-02-04","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"120898288","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 59

Privately and Socially Optimal Take-Overs when Acquisition and Exclusion Strategies are Endogenous 当收购和排斥策略是内生的时，私人和社会最优收购

LSN: Takeover Law (Topic) Pub Date : 2006-08-01 DOI: 10.2139/ssrn.967594

P. Sercu, Tom Vinaimont

引用次数: 0

Why Defer to Managers? A Strong-Form Efficiency Model 为什么要听从经理?强形式效率模型

LSN: Takeover Law (Topic) Pub Date : 2005-07-01 DOI: 10.2139/ssrn.803564

R. Kihlstrom, M. Wachter

引用次数: 9

Accountability and Responsibility in Corporate Governance 公司管治的问责和责任

LSN: Takeover Law (Topic) Pub Date : 2005-06-20 DOI: 10.2139/ssrn.746844

Larry E. Ribstein

引用次数: 50

Corporate Governance Convergence Through Cross-Border Mergers: The Case of Aventis 跨国并购中的公司治理趋同:以安万特为例

LSN: Takeover Law (Topic) Pub Date : 2004-11-01 DOI: 10.2139/SSRN.586921

C. Cabolis, Arturo Bris

引用次数: 8

Bargaining in the Shadow of Takeover Defenses 在收购防御的阴影下讨价还价

LSN: Takeover Law (Topic) Pub Date : 2003-12-01 DOI: 10.2139/ssrn.442721

Guhan Subramanian

{"title":"Bargaining in the Shadow of Takeover Defenses","authors":"Guhan Subramanian","doi":"10.2139/ssrn.442721","DOIUrl":"https://doi.org/10.2139/ssrn.442721","url":null,"abstract":"Among the arguments that have been put forward to support the view that takeover defenses increase shareholder returns when a company becomes a takeover target, the \"bargaining power hypothesis\" is the most commonly cited argument today. Under this theory, takeover defenses allow the target to extract more in a negotiated acquisition because the bidder's no-deal alternative, to make a hostile bid, is worsened. Despite its centrality to the current debate on takeover defenses, the bargaining power hypothesis has never been subjected to a careful theoretical analysis or to a comprehensive empirical test. In this Article I present a model of bargaining in the \"shadow\" of takeover defenses that introduces alternatives away from the table, hostile bid costs, asymmetric information, and agency costs into the standard bargaining model. I confirm the features of this model using interviews with the heads of mergers and acquisitions at ten major New York City investment banks, which collectively account for 96% of U.S. M&A deal volume. I also present econometric evidence that is consistent with this model. The theoretical model, practitioner interviews, and econometric evidence presented here indicate that the bargaining power hypothesis is unlikely to be valid in many if not most negotiated acquisitions. This conclusion has implications for whether defenses increase or decrease shareholder wealth, and whether the recent pro-takeover movements in the Delaware courts will lead to negative consequences for target shareholders in negotiated acquisitions.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"33 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2003-12-01","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"115393085","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 67

Institutional Shareholders, Private Equity, and Antitakeover Protection at the IPO Stage 机构股东、私募股权与IPO阶段的反收购保护

LSN: Takeover Law (Topic) Pub Date : 2003-10-28 DOI: 10.2139/SSRN.452722

M. Klausner

{"title":"Institutional Shareholders, Private Equity, and Antitakeover Protection at the IPO Stage","authors":"M. Klausner","doi":"10.2139/SSRN.452722","DOIUrl":"https://doi.org/10.2139/SSRN.452722","url":null,"abstract":"Institutional investors have been slow to respond to the widespread presence of takeover defenses in the charters of firms whose shares they hold through private equity funds, and their response to date has been tepid compared to their efforts in the proxy context. Institutions' hesitancy may reflect a rational unwillingness among private equity funds, as well as the institutions' own investment staff, to require portfolio companies to go public with takeover-friendly charters. This article develops a hypothesis to explain the common presence of defenses in the charters of firms that go public with private equity investment and the half-hearted response of institutional investors to this situation. Under this hypothesis - based on private equity funds' need to maintain a reputation for dealing well with successful managers of portfolio companies - it is privately rational but socially inefficient for private equity funds to have their portfolio companies adopt takeover defenses. The implication of the hypothesis is that institutional investors may face at least as difficult a challenge in ridding IPO charters of takeover defenses as they face in urging managers of already-public firms to eliminate defenses from their charters.","PeriodicalId":117639,"journal":{"name":"LSN: Takeover Law (Topic)","volume":"10 1","pages":"0"},"PeriodicalIF":0.0,"publicationDate":"2003-10-28","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":null,"resultStr":null,"platform":"Semanticscholar","paperid":"128433502","PeriodicalName":null,"FirstCategoryId":null,"ListUrlMain":null,"RegionNum":0,"RegionCategory":"","ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":"","EPubDate":null,"PubModel":null,"JCR":null,"JCRName":null,"Score":null,"Total":0}

引用次数: 25