State Antitakeover Provisions Don't Actually Do Much

79 Pages Posted: 5 Jan 2022 Last revised: 29 Aug 2023

Date Written: August 28, 2023


Corporate governance scholars have engaged in a longstanding debate over the impact of state antitakeover provisions. Corporate law practitioners and researchers argue that the affirmation of the ``poison pill'' made the second generation of antitakeover statutes redundant, while empirical scholars in corporate finance continue to find wide-ranging impacts from their adoption. This paper subjects the standard approach used in the empirical literature to a series of straightforward extensions using current best practice in panel data analysis. Contrary to the majority of published research, there is scant evidence for a consistent and reliable impact of antitakeover statute adoption on firm activity. These findings follow logically from the legal argument that takeover statutes provide little additional takeover deterrence in the presence of a ``shadow pill.''

Keywords: Law and Finance, Antitakeover Statutes, Difference-in-Differences

Suggested Citation

Baker, Andrew, State Antitakeover Provisions Don't Actually Do Much (August 28, 2023). Available at SSRN: or

Andrew Baker (Contact Author)

Berkeley Law School ( email )

United States

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