The Turn in Takeovers: A Study in Public Appeasement and Unstoppable Capitalism
Carol B. Swanson
Hamline University - School of Law
January 1, 1996
Georgia Law Review, Vol. 30, p. 943, 1996
Beginning with an analytical overview of the theoretical underpinnings of corporate takeovers, this article explores and explains the contradictions underlying the current resurgence of record-breaking takeover activity. Takeovers are examined in light of the classic corporate governance tensions, the newer economic perspectives, and the skewed vision of public perception. Building upon this theoretical foundation, the article reviews the history of takeover activity since the 1960s, giving special emphasis to the turbulent 1980s, which set the stage for today’s paradoxical resurgence. It evaluates both the theory and practice underlying decades of uneven corporate action and legal reaction, as well as the surrounding commentary that incorrectly forecasted the demise of corporate takeovers. Ultimately, this article determines that the seemingly illogical current takeover climate is in fact the logical outcome of a complex regulatory scheme and that the antitakeover legislation and corporate defenses have effectively facilitated business acquisitions while forestalling any meaningful social or political resistance. The various corporate constituencies competing for consideration in the governance debates have achieved a fragile, yet successful, balance under today’s takeover regime, and economic forces will rightfully control the levels of business activity without hindrance from the substantial legal constraints.
Number of Pages in PDF File: 62
Keywords: Takeovers, public perception, capitalism, conglomeratesAccepted Paper Series
Date posted: March 2, 2013
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