Abstract

 


 



The Takeover Controversy: The Restructuring of Corporate America


Michael C. Jensen


Harvard Business School; Social Science Electronic Publishing (SSEP), Inc.; National Bureau of Economic Research (NBER); European Corporate Governance Institute (ECGI)

March 17, 1987

THE PODIUM, Beta Gamma Sigma: St. Louis, MO, September 1987

Abstract:     
Corporate America is being restructured at a rapid pace. This restructuring is being accomplished through a variety of transactions in the market for corporate control and through voluntary actions of managers as they rationalize and refocus the firms they lead. These events take the form of hostile takeovers, voluntary mergers, leveraged buyouts, stockholder buyouts, spin-offs, split-ups, divestitures, asset sales, and liquidations.

In the last two years merger and acquisition activity has run at the rate of $180 billion in over 3,000 transactions per year. Last year over 1,200 of these transactions valued at over $45 billion were divestitures - sales of divisions by many of our largest corporations. This explains why these control transactions have not increased the concentration of economic power in large corporations.

Restructurings are frequently wrenching events in the lives of those linked to the involved organizations - the managers, employees, suppliers, customers and residents of surrounding communities. Restructurings usually involve transfers of ownership and major organizational changes (such as shifts in corporate strategy) to meet new competition or market conditions, increased use of debt, and a flurry of recontracting with managers, employees, suppliers and customers. This activity sometimes results in expansion of resources devoted to certain areas and at other times in contractions involving plant closing, layoff of top-level and middle managers, staff and production workers, and reduced compensation.

Number of Pages in PDF File: 14

Keywords: Corporate restructuring, divestitures, mergers & acquisitions, corporate control, takeovers, restructuring as a defense

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Date posted: July 26, 2004 ; Last revised: January 11, 2012

Suggested Citation

Jensen, Michael C., The Takeover Controversy: The Restructuring of Corporate America (March 17, 1987). THE PODIUM, Beta Gamma Sigma: St. Louis, MO, September 1987. Available at SSRN: http://ssrn.com/abstract=568381

Contact Information

Michael C. Jensen (Contact Author)
Harvard Business School ( email )
Soldiers Field
Negotiations, Organizations & Markets
Boston, MA 02163
United States
617-510-3363 (Phone)
305-675-3166 (Fax)
HOME PAGE: http://drfd.hbs.edu/fit/public/facultyInfo.do?facInfo=ovr&facId=6484
Social Science Electronic Publishing (SSEP), Inc. ( email )
7858 Sanderling Road
Sarasota, FL 34242
United States
617-510-3363 (Phone)
305 675-3166 (Fax)
HOME PAGE: http://ssrn.com/author=9

National Bureau of Economic Research (NBER) ( email )
1050 Massachusetts Avenue
Cambridge, MA 02138
United States
European Corporate Governance Institute (ECGI) ( email )
c/o ECARES ULB CP 114
B-1050 Brussels
Belgium
Feedback to SSRN (Beta)


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