This paper exploits the staggered initiation of takeover laws across countries to examine whether the threat of takeover enhances managerial discipline. We show that following the passage of takeover laws (1) poorly performing firms experience more frequent takeovers; (2) the propensity to replace poorly performing CEOs increases, especially in countries with weak investor protection; and (3) directors of targeted firms are more likely to lose board seats following corporate control events. Our findings suggest that the threat of takeover causes managerial discipline through the incentives that the market for corporate control provides to boards to monitor managers.

This paper focuses on the relative importance of board monitoring and the hostile takeover market in disciplining managers that make poor acquisition decisions. Contrary to Mitchell and Lehn (1990), there is little evidence that takeovers that are poorly received by capital markets result in a firm becoming the target of a hostile takeover. A forced turnover of a top executive is more likely, however, the more negative is the abnormal return associated with an acquisition announcement. The relationship between forced turnover and negative acquisition returns is stronger during periods of less intense hostile takeover activity. Hence, it appears that being disciplined for making a poor acquisition is more a function of internal discipline than the workings of the takeover market.

The third edition of this acclaimed book continues to provide a discussion of key theoretical and policy issues in corporate finance law. It has been fully updated to reflect developments in the law and the markets. One of the book's distinctive features is its equal coverage of both the equity and debt sides of corporate finance law, and it seeks, where possible, to compare and contrast the two. This book covers a broad range of topics regarding the debt and equity-raising choices of companies of all sizes, from SMEs to the largest publicly traded enterprises, and the mechanisms by which those providing capital are protected. Each chapter provides a critical analysis of the present law to enable the reader to understand the difficulties, risks and tensions in this area, and the attempts by the legislature, regulators and the courts, as well as the parties involved, to deal with them. The book will be of interest to practitioners, academics and students engaged in the practice and study of corporate finance law.

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.

Mergers, Acquisitions, and Other Restructuring Activities: An Integrated Approach to Process, Tools, Cases, and Solutions, Eleventh Edition presents the most current and comprehensive M&A information available. Organized according to the context in which topics normally occur in the M&A process, the book covers M&A environments, M&A processes, M&A valuation and modeling, deal structuring and financing strategies, and alternative business and restructuring strategies. Covering industries worldwide, this new edition illustrates the most germane strategies and tactics in today's marketplace. It includes substantially more ancillary materials than previous editions, including an extensive test bank, chapter summaries, and instructor and student PowerPoint slides. More than 100 new references to relevant academic research published since 2018 make the 11th edition a balanced, comprehensive guide to the complex and dynamically changing world of M&A. Provides a rigorous discussion on the strengths and limitations of financial modeling as applied to M&A Includes more than 270 empirical studies published in leading peer-reviewed journals published 2018-2020, all new since the 10th edition (2019) Presents updated M&A tactics and strategies as well as court cases and new regulations governing business combinations, valuation methodologies, and financing

Globalization and Corporate Governance in Developing Countries provides a clear-eyed analysis of the effects of the global economy on developing countries, which often face an up-hill battle when they opt to compete in a global market. Listing on a foreign exchange alone can be daunting, because it means following the home rules as well as a different set of stringent rules and elevated cost required by the listing exchange. Within this context, the question of cost-effectiveness, the desirability of possible changes to the company and tangible benefits are raised. The effects of globalization clearly travel a two-way street. Is harmonization possible and sensible? This book weighs options and poses questions within a balanced assessment of new economic reality. This volume is in the International Law and Development Series edited by Professor Raj Bhala. Published under the Transnational Publishers imprint.

The issue of "an appropriate" legal framework, especially in the case of the takeover market, has been poorly studied in the case of emerging markets, yet it is of immediate relevance and practical policymaker interest. The study makes a first attempt to analyze takeover regulations in a comparative context across 50 countries. It proposes a methodology to create a detailed index on the most salient features of capital market laws, and illustrates the approach on the case of takeover legislation. The methodology allows better understanding of the impact of laws on markets and development, allows a detailed quantification of a given regulation, in this case takeover market rules, and helps determine relevant policy implications. Specifically, the framework permits the exploration of the effects of individual regulations, their substitutability and interplay, as well as the overall extent of friendliness of the laws to investors, or particular groups thereof (such as minority shareholders), and the links of specialized regulation with the overall legal system. Finally, the study explores the effect of the investor-friendliness of takeover laws on stock market development.