Do State Antitakeover Provisions Matter?

70 Pages Posted: 5 Jan 2022

See all articles by Andrew Baker

Andrew Baker

Stanford University, Graduate School of Business

Date Written: January 2, 2022


A longstanding debate over the impact of state antitakeover provisions has emerged among scholars in law and finance. Corporate law practitioners and researchers argue that the second generation of antitakeover statutes were made redundant by the affirmation of rights plans, while empirical scholars have found wide-ranging impacts from their adoption when used as an exogenous shocks to managerial entrenchment. This paper subjects the standard approach used in the empirical literature to a series of straightforward sensitivity analyses, consistent with the present 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 common firm outcome measures. These findings are consistent with 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, Do State Antitakeover Provisions Matter? (January 2, 2022). Available at SSRN: or

Andrew Baker (Contact Author)

Stanford University, Graduate School of Business ( email )

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