Takeover Defenses: The Lay of the Land and Disputed Sign Posts

Published in Research Handbook on Mergers and Acquisitions (Edward Elgar 2016; Claire Hill and Steven Davidoff-Solomon, eds.)

25 Pages Posted: 13 Aug 2019

See all articles by Jordan M. Barry

Jordan M. Barry

University of San Diego School of Law

Date Written: June 20, 2016

Abstract

Takeover defenses have long been a topic of considerable interest to scholars of finance and corporate law. Yet the significant amount of attention that researchers have lavished on the topic have produced surprisingly little scholarly consensus. This chapter considers a number of major topics related to takeover defenses, including the importance and effects of poison pills and staggered boards, the causes and consequences of firms' varied levels of takeover defenses, the connection between takeover defenses and corporate myopia, and the implications of empty voting for takeover defense law and policy. In doing so, it provides an overview of some of the major results and ongoing debates in this sphere, some of the works driving those debates, and areas that seem likely to receive increased attention in the future.

Keywords: takeover defenses, poison pill, staggered board, effective staggered board, ESB, short-termism, myopia, corporate myopia, dual class stock, time-phased voting, TPV, empty voting, corporate law, securities law, law and economics, corporate governance

JEL Classification: K22, G30, G32, G34, G38

Suggested Citation

Barry, Jordan, Takeover Defenses: The Lay of the Land and Disputed Sign Posts (June 20, 2016). Published in Research Handbook on Mergers and Acquisitions (Edward Elgar 2016; Claire Hill and Steven Davidoff-Solomon, eds.). Available at SSRN: https://ssrn.com/abstract=3091422

Jordan Barry (Contact Author)

University of San Diego School of Law ( email )

5998 Alcala Park
San Diego, CA 92110-2492
United States

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