This essay addresses some salient issues associated with corporate control. First, what determines the distribution of insider and outsider share ownership in the firm, and how does this distribution affect corporate performance? Second, how effective are board dismissals, proxy fights and takeovers as alternative corporate control mechanisms? Third, how do these alternative mechanisms interact, and what are the resulting incentives for boards of directors, managers, and takeover bidders? Fourth, do takeovers change underlying value, or do they merely redistribute wealth between affected parties? Finally, what explains the changes in supervision by boards of directors and through takeovers that occur over time?

This book examines the effectiveness of corporate takeovers. The dominant ideologies of corporate takeovers include synergistic gains and its managerial disciplinary role. These dominant themes are being undermined by the challenges of costly acquisitions. The UK Takeover Code is a regulatory response to the role of managers of target companies only. Also, the regulatory framework for takeovers in the United States is largely focused on target companies. The book demonstrates that managements can influence the role of takeovers, thereby undermining its synergistic and disciplinary values. Presenting an identification and evaluation of the limits of current regulatory and judicial control over the role of management during takeovers in the UK and the US -Delaware, it will identify the relevance of institutional control as an effective mechanism for addressing the challenges of managerial influence over takeover functions. It will also identify how the role of managements can be addressed with the complementary benefit to shareholder and employee interests; thereby challenging the shareholder/ stakeholder primacy debate in corporate law, particularly in relation to takeovers. This book will be essential reading for scholars and students interested in the market for corporate control, corporate law and company law.

This volume examines critical issues in the debate over the effects' of the current wave of corporate takeovers. Media accounts are often sensational, but proposed public policy remedies need to be evaluated on the basis of more than simple rhetoric. The studies contained in this collection provide solid economic grounding for the debate. Public Policy Toward Corporate Takeovers is the result of extensive research sponsored by the Center for the Study of American Business and directed by Murray Weidenbaum; it examines key aspects of takeovers: the evolving regulatory role of the Antitrust Division, state versus federal authority over offensive and defensive takeover maneuvers, whether leveraged buyouts improve the firm's economic performance, and the validity of assertions about "entrenched" managements. The book also includes the views of the most publicized corporate raider, T. Boone Pickens. Balancing Pickens' highly favorable view of the value of hostile takeovers as a disciplining factor for subpar management performance is a chapter by David Ravenscraft of the Federal Trade Commission, who takes a long-term viewpoint and argues that the popular belief that takeovers create substantial efficiencies has not been borne out by the record. The overall findings do not fully support either side of the takeover controversy. The book presents both legal and economic perspectives, and suggests strategies for government policymakers as well as leaders of private enterprise.

The takeover process - The legal and regulatory framework - Accounting for M & As - Tax planning options - Strategic processes - Theories of mergers and tender offers - A chemical industry case study - Measurement of abnormal returns - The timing of merger activity - Empirical tests of M & A performance - Alternative approaches to valuation - Foundations of DCF spreadsheet valuation - Derivation of revenue growth valuation formulas - Derivation of investment opportunity valuation formulas - Increasing the value of the organization - Restructuring and divestitures - Restructuring organization and ownership relationships - Financial restructuring - Joint ventures and alliances - ESOPs and MLPs - Going private and leveraged buyouts - International takeovers and restructuring Share repurchade - Takeover defenses - Corporate governance and performance - Implementation and management guides for M & As.

This paper models the maintenance of management quality through the simultaneous functioning of internal and external corporate control mechanisms - board dismissals and takeovers. We examine how the information sets of the board and the acquiror are noisily aggregated, and how this affects the behavior of the board and the acquiror. The board of directors, acting in shareholders' interests, will sometimes oppose a takeover, and this opposition can be good news for the firm. An unsuccessful takeover attempt may be followed by a high rate of management turnover, because a takeover attempt conveys adverse information possessed by the bidder about the manager. If there is a probability that the board is ineffective, then a forced resignation of the manager can be either good or bad news for the firm. A positive effect is predicted to dominate when there is more adverse public information available about the manager's performance and when there is a higher ex ante probability that the board is ineffective, for example, if the board is management-dominated rather than outsider-dominated.