Do takeover laws matter? Evidence from five decades of hostile takeovers

• 成果类型: Article
• 署名作者: Cain, Matthew D.; McKeon, Stephen B.; Solomon, Steven Davidoff
• 署名单位: U.S. Securities & Exchange Commission (SEC); University of Oregon; University of California System; University of California Berkeley
• 刊物名称: JOURNAL OF FINANCIAL ECONOMICS
• ISSN/ISSBN: 0304-405X
• DOI: 10.1016/j.jfineco.2017.04.003
• 发表日期: 2017
• 页码: 464-485
• 关键词: Hostile takeovers; corporate governance; Mergers and Acquisitions; LAW

摘要

This study evaluates the relation between hostile takeovers and 17 takeover laws from 1965 to 2014. Using a data set of largely exogenous legal changes, we find that certain takeover laws, such as poison pill and business combination laws, have no discernible impact on hostile activity, while others such as fair price laws have reduced hostile takeovers. We construct a Takeover Index from the laws and find that higher takeover protection is associated with lower firm value, consistent with entrenchment and agency costs. However, conditional on a bid, firms with more protection achieve higher premiums, consistent with increased bargaining power. (C) 2017 Elsevier B.V. All rights reserved.