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...THE IMPORTANCE OF CORPORATIONS AND THE PROBLEMS THEY PRESENT . An increasing fraction of commerce ... discussion is informed by modem economic theory, which has helped clarify the role of markets and .... Myth 6. Takeovers ensure shareholder value maximization. When worrie..."Takeover Bids, the Free-rider Problem and the Theory of the Corp...
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... States have enacted three generations of takeover statutes in the last 20 years. Illinois enacted a ... to avoid the "coercion" of two-tier bids and other tactics. 481 U.S. at 83, 91-93, 107 S.Ct... the gains, creating a complex bargaining problem that often could not be solved.) Wisconsin's more ... State Law, Shareholder Protection, and the Theory of the Corporation, 6 J. Legal Studies 251 (1977);...
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... by Michael Jensen's (1986) free cash flow theory of takeovers, which holds that firms that generate... to spend it on will suffer from agency problems. Rather than disgorge cash to investors, managers ... may convince investors to reject takeover bids in the short run by focusing on generating short-r...-rider problem, and the theory of the corporation. Bell Journal of Economics 11:42-64. . Hamaguchi, ...
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... allows for increased leverage by corporations. As financial interests acquire capital gains thro... debt in the context of relative valuation theory, and then shows how such equity and debt expansion... stock as currency or collateral for takeovers (Shleifer and Vishney 2003). Gort (1969, 628) and .... Asquith, P., "Merger Bids, Uncertainty, and Stockholder Returns." Journal of...Hart. "Takeover Bids, the Free-Rider Problem, and the Theory of the Corporation." Bell Journal ...
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... The Debate over Board Veto in Corporate Takeovers B. IPO Behavior and Optimality C. Conflicting Mids...Agency-Based Explanations 1. Agency Problems Among Pre-IPO Shareholders 2. Agency Problems Betw... evidence makes it necessary to have a theory sufficiently rich to account for the behavior of f... which the board has veto power over takeover bids, and an arrangement, No-BV, under which the board ... to ensure that long-living public corporations will not be stuck with inefficient arrangements. ....
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... president's promise, we should have no problems supporting this amendment. And I've even allowed a... we don't believe in a massive government takeover. That's the fundamental difference between what t... I -- I wanted to go with the theory that we would go back to the law that it was previ... So the bids are considered proprietary. We do know, however, t... . If you're a corporation, you wind up paying for that but you pay it at a b...
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... this decision predates modern portfolio theory, (29) it set a precedent for the focus on "intrins... as the measure of value, because the corporation was not liquidating. (39) Therefore, the court hel... leads Delaware courts to speculate about takeover values under circumstances where the probability o...-held corporations and the related problems of minority and liquidity discounts, where there i... cash-out mergers following takeover bids, there is ample evidence of what shareholders rega...
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The policy framework that led to the financial crisis in Asia is analyzed. Better outcomes could have resulted if a more formal decision theoretic framework based on adequate research was applied to the Asian situation. The failure to use the best available models and information may be attributed to decision makers' focus on the statistics on unemployment or gross domestic product rather than on data on social indicators. The significant role played by misguided ideas as well as by special interests in the implementation of misguided policies in the Asian crisis are discussed.
...More problematic is whether those policies were misguided from an e...Indeed, standard competitive equilibrium theory has a great deal of trouble dealing with many of t... to turn her money over to a large corporation such as General Motors if she knew that in doing s.... Grossman, S. J., and O. Hart. 1980. "Takeover Bids, the Free-Rider Problem, and the Theory of th...
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Using a sample of S & P 500 firms, we find that golden parachutes are associated with concentrated external ownership, less concentrated internal ownership, and non-Delaware incorporation. We find little support that concentrated external owners use golden parachutes as credible commitment devices. The general multivariate results support the incentive alignment hypothesis, and reaffirm the view that golden parachutes are a mechanism used to align managerial and shareholder interests when there is a separation between ownership and control.
...corporation has been the subject of many academic studies and ... Meckling (1976), highlight the agency problems that can arise when the firm's ownership structure... and shareholders may diverge when a takeover bid is offered for control of the firm. This probl... of ownership and control, however each theory takes a unique path in explaining the existence of... successful managerial resistance to takeover bids that enhance shareholder value (Shleifer and Vishn...
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This Article shows that in cases where shareholders subject to partial takeover bids lack information about the tendering decisions of their peers, such shareholders might accept detrimental tender offers. This outcome could be improved by way of a slight change in the rules of the game. We suggest a simple reordering of the tender offer and proxy contest procedures in hostile partial bids that would ameliorate the problem to a significant extent. The decisionmaking problem faced by shareholders in partial bids could be substantially alleviated by the following procedure: first, the tendering period should close prior to the shareholder vote on the bid; second, the final tally of the tender should be made public; and finally, shareholders should vote on the bid. Shareholders would thus ...
..., a partial bid for 50% of the target corporation's stock. With such a bid, there is no guarantee th...