Knights, Raiders, and Targets: The Impact of the Hostile Takeover / Edition 1

by John C. Coffee, Louis Lowenstein, Susan Rose-Ackerman

Overview

Fascinating as the corporate takeovers of recent years have been—with their "golden parachutes" and junk bonds, "greenmailers" and white knights—it is far from clear what underlying forces are at work, and what their long-term consequences will be. Debate over these questions has become polarized: some see takeover threats as disciplinary mechanisms that induce managers to behave efficiently and move assets to higher valued uses or into the hands of more efficient managers; others claim that corporate raiders have produced few observable increases in operating efficiency, but rather have disrupted business planning, enforced a preoccupation with the short-term, and tilted the balance sheets of corporate America towards dangerously high debt levels. Such sharp conflicts in theory and evidence have produced considerable governmental confusion concerning the appropriate policy response. Scores of bills have been introduced in Congress, but legislators are no more in agreement than scholars.
Knights, Raiders, and Targets represents one of the first sustained efforts to refine and clarify these issues. Based on papers presented at a symposium sponsored by the Columbia Law School's Center for Law and Economic Studies, it also includes discussion of the informal presentations made at the symposium by the CEOs of several major corporations. This important book airs new theories and offers vital and exciting discussion of the essential issues attached to an event that has become central to American corporate culture.

Product Details

ISBN-13:	9780195044041
Publisher:	Oxford University Press
Publication date:	06/23/1988
Edition description:	New Edition
Pages:	560
Product dimensions:	6.50(w) x 9.19(h) x 1.04(d)

About the Author

Columbia University

Columbia University Law School

Yale University Law School

Table of Contents

ContributorsSponsorsIntroduction1. Hostile Takeovers and Junk Bond Financing: A Panel DiscussionCAPITAL MARKETS, EFFICIENCY, AND CORPORATE CONTROL2. Corporate Control, Efficient Markets, and the Public Good, Martin Shubik3. Fashions, Fads, and Bubbles in Financial Markets, Robert J. Shiller4. Comment, Franklin R. Edwards5. Comment, Michael A. SalingerMANAGERIAL BEHAVIOR AND TAKEOVERS6 Shareholders Versus Managers: the Strain in the Corporate Web, John C. Coffee, Jr.7. Corporate Takeovers: Financial Boom or Organizational Bust?, Malcolm S. Salter and Wolf A. Weinhold8. Comment, Victor Brudney9. Comment: Golden Parachutes and Managers—A Risk-Neutral Perspective, Melvin A. Eisenberg10. Comment: Shareholders and Managers—A Risk-Neutral Perspective, Oliver E. WilliamsonEVIDENCE ON THE GAINS FROM MERGERS AND TAKEOVERS11. Are Acquiring-Firm Shareholders Better Off after an Acquisition?, Ellen B. Magenheim and Dennis C. Mueller12. Mergers and Managerial Performance, David J. Ravenscraft and F. M. Scherer13. The Efficiency Effects of Hostile Takeovers, Edward S. Herman and Louis Lowenstein14. Empirical Evidence on Takeover Activity and Shareholder Wealth, Richard Roll15. Comment, Michael Bradley and Gregg A. Jarrell16. Comment, Warren A. Law17. DiscussionMERGERS AND TAKEOVERS: TAXES, CAPITAL STRUCTURE, AND THE INCENTIVES OF MANAGERS18. Taxation and the Dynamics of Corporate Control: The Uncertain Case for Tax-Motivated Acquisitions, Ronald J. Gilson, Myron S. Scholes, and Mark A. Wolfson19. Taxes and the Merger Decision, Alan J. Auerbach and David Reishus20. The Takeover Controversy: Analysis and Evidence, Michael C. Jensen21. Comment, Richard S. Ruback22. Comment, John L. Vogelstein23. Comment, Elliott J. Weiss24. Comment, Martin D. GinsburgLEGAL RULES, TAKEOVER STRATEGIES, AND DEFENSIVE TACTICS25. The Pressure to Tender: An Analysis and a Proposed Remedy, Lucian Arye Bebchuk26. Comparative Dimensions of Takeover Regulation, Deborah A. DeMott27. The Regulation of Takeovers in Great Britain, Peter Frazer28. Comment, Douglas H. Ginsburg29. Comment, Marshall L. Small30. Comment, Stanley SporkinONE SHARE, ONE VOTE31. Stock Exchange Rules Affecting Takeovers and Control Transactions, Joel Seligman32. Organized Exchanges and the Regulation of Dual Class Common Stock, Daniel R. Fischel33. Comment, Robert H. Mundheim34 Comment, A. A. Sommer, Jr.Index

Editorial Reviews

"An illuminating set of studies that offer a wide spectrum of opinions and conclusions....There is much information and insight to be gained from these pages, and those interested in the subject would do well to start here."—Journal of Economic Literature

"There is much information and insight to be gained from these pages, and those interested in the subject would do well to start here."—William S. Comanor, Journal of Economic Literature

"An excellent discussion of acquisitions, unique in that it provides a variety of academic, legal, and managerial insights into the subject. The 'comments' in each section are very thought-provoking in the criticisms and extensions they suggest."—Anju Seth, University of Houston

"Breadth and balance make this a good one-volume summary of the takeover debate."—Issues in Science and Technology

"Comprehensive treatment of important issues...useful as a supplement to law-and-economics courses."—Donald Solar, C. W. Post College

From the Publisher