Corporate Takeover Defenses

Fisher College of Business Working Paper No. 2022-03-009

Charles A. Dice Center Working Paper No.2022-9

European Corporate Governance Institute – Finance Working Paper No. 843/2022

The Handbook of Corporate Finance, edited by David Denis, 2023

65 Pages Posted: 7 Sep 2022 Last revised: 9 Apr 2024

See all articles by Jonathan M. Karpoff

Jonathan M. Karpoff

University of Washington - Michael G. Foster School of Business; European Corporate Governance Institute (ECGI)

Michael D. Wittry

Ohio State University (OSU) - Department of Finance

Date Written: April 1, 2023

Abstract

Takeover defenses, also called antitakeover provisions, reflect decades of innovation in the interplay of offensive and defensive tactics in the market for corporate control. This paper summarizes research on how firms use takeover defenses and how defenses affect firm value and operations. Recent evidence shows that defenses convey both costs and benefits that vary across firms and over an individual firm’s life – helping to explain the mixed empirical results in many earlier studies. We also review evidence on the extent to which takeover defenses work to forestall takeovers, and the costs and benefits of adding or removing takeover defenses. We conclude by identifying unresolved issues about takeover defenses and questions for future research.

Keywords: Takeover defenses, antitakeover provisions, managerial entrenchment, shareholders’ interest, value reversal, lifecycle effects

JEL Classification: G34; K22; L51

Suggested Citation

Karpoff, Jonathan M. and Wittry, Michael D., Corporate Takeover Defenses (April 1, 2023). Fisher College of Business Working Paper No. 2022-03-009, Charles A. Dice Center Working Paper No.2022-9, European Corporate Governance Institute – Finance Working Paper No. 843/2022, The Handbook of Corporate Finance, edited by David Denis, 2023, Available at SSRN: https://ssrn.com/abstract=4211798 or http://dx.doi.org/10.2139/ssrn.4211798

Jonathan M. Karpoff (Contact Author)

University of Washington - Michael G. Foster School of Business ( email )

Box 353226
Seattle, WA 98195-3200
United States
206-685-4954 (Phone)
206-221-6856 (Fax)

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
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Belgium

Michael D. Wittry

Ohio State University (OSU) - Department of Finance ( email )

854 Fisher Hall
2100 Neil Avenue
Columbus, OH 43210-1144
United States
614-292-3217 (Phone)

HOME PAGE: http://fisher.osu.edu/people/wittry.2

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