Synopses & Reviews
Fascinating as the corporate takeovers of recent years have been--with their "golden parachutes" and junk bonds, "greenmailers" and white knights--it is far from clear what underlying forces are at work, and what their long-term consequences will be. Debate over these questions has become polarized: some see takeover threats as disciplinary mechanisms that induce managers to behave efficiently and move assets to higher valued uses or into the hands of more efficient managers; others claim that corporate raiders have produced few observable increases in operating efficiency, but rather have disrupted business planning, enforced a preoccupation with the short-term, and tilted the balance sheets of corporate America towards dangerously high debt levels. Such sharp conflicts in theory and evidence have produced considerable governmental confusion concerning the appropriate policy response. Scores of bills have been introduced in Congress, but legislators are no more in agreement than scholars.
Knights, Raiders, and Targets represents one of the first sustained efforts to refine and clarify these issues. Based on papers presented at a symposium sponsored by the Columbia Law School's Center for Law and Economic Studies, it also includes discussion of the informal presentations made at the symposium by the CEOs of several major corporations. This important book airs new theories and offers vital and exciting discussion of the essential issues attached to an event that has become central to American corporate culture.
Review
"An illuminating set of studies that offer a wide spectrum of opinions and conclusions....There is much information and insight to be gained from these pages, and those interested in the subject would do well to start here."--Journal of Economic Literature
"There is much information and insight to be gained from these pages, and those interested in the subject would do well to start here."--William S. Comanor, Journal of Economic Literature
"An excellent discussion of acquisitions, unique in that it provides a variety of academic, legal, and managerial insights into the subject. The 'comments' in each section are very thought-provoking in the criticisms and extensions they suggest."--Anju Seth, University of Houston
"Breadth and balance make this a good one-volume summary of the takeover debate."--Issues in Science and Technology
"Comprehensive treatment of important issues...useful as a supplement to law-and-economics courses."--Donald Solar, C. W. Post College
Synopsis
Dramatic as the corporate takeovers of recent years have been, it is far from clear what underlying forces are at work, and what their long-term consequences will be. This book represents one of the first sustained efforts to examine the complex issues surrounding the corporate takeover. Based on papers presented at a symposium sponsored by Columbia Law School's Center for Law and Economic Studies, it airs new theories and offers vital insights into events that have become central to American corporate culture.
Synopsis
Fascinating as the corporate takeovers of recent years have been--with their "golden parachutes" and junk bonds, "greenmailers" and white knights--it is far from clear what underlying forces are at work, and what their long-term consequences will be. Debate over these questions has become
polarized: some see takeover threats as disciplinary mechanisms that induce managers to behave efficiently and move assets to higher valued uses or into the hands of more efficient managers; others claim that corporate raiders have produced few observable increases in operating efficiency, but
rather have disrupted business planning, enforced a preoccupation with the short-term, and tilted the balance sheets of corporate America towards dangerously high debt levels. Such sharp conflicts in theory and evidence have produced considerable governmental confusion concerning the appropriate
policy response. Scores of bills have been introduced in Congress, but legislators are no more in agreement than scholars.
Knights, Raiders, and Targets represents one of the first sustained efforts to refine and clarify these issues. Based on papers presented at a symposium sponsored by the Columbia Law School's Center for Law and Economic Studies, it also includes discussion of the informal presentations made at the
symposium by the CEOs of several major corporations. This important book airs new theories and offers vital and exciting discussion of the essential issues attached to an event that has become central to American corporate culture.
Table of Contents
Contributors
Sponsors
Introduction
1. Hostile Takeovers and Junk Bond Financing: A Panel Discussion
CAPITAL MARKETS, EFFICIENCY, AND CORPORATE CONTROL
2. Corporate Control, Efficient Markets, and the Public Good, Martin Shubik
3. Fashions, Fads, and Bubbles in Financial Markets, Robert J. Shiller
4. Comment, Franklin R. Edwards
5. Comment, Michael A. Salinger
MANAGERIAL BEHAVIOR AND TAKEOVERS
6. Shareholders Versus Managers: the Strain in the Corporate Web, John C. Coffee, Jr.
7. Corporate Takeovers: Financial Boom or Organizational Bust?, Malcolm S. Salter and Wolf A. Weinhold
8. Comment, Victor Brudney
9. Comment: Golden Parachutes and Managers--A Risk-Neutral Perspective, Melvin A. Eisenberg
10. Comment: Shareholders and Managers--A Risk-Neutral Perspective, Oliver E. Williamson
EVIDENCE ON THE GAINS FROM MERGERS AND TAKEOVERS
11. Are Acquiring-Firm Shareholders Better Off after an Acquisition?, Ellen B. Magenheim and Dennis C. Mueller
12. Mergers and Managerial Performance, David J. Ravenscraft and F. M. Scherer
13. The Efficiency Effects of Hostile Takeovers, Edward S. Herman and Louis Lowenstein
14. Empirical Evidence on Takeover Activity and Shareholder Wealth, Richard Roll
15. Comment, Michael Bradley and Gregg A. Jarrell
16. Comment, Warren A. Law
17. Discussion
MERGERS AND TAKEOVERS: TAXES, CAPITAL STRUCTURE, AND THE INCENTIVES OF MANAGERS
18. Taxation and the Dynamics of Corporate Control: The Uncertain Case for Tax-Motivated Acquisitions, Ronald J. Gilson, Myron S. Scholes, and Mark A. Wolfson
19. Taxes and the Merger Decision, Alan J. Auerbach and David Reishus
20. The Takeover Controversy: Analysis and Evidence, Michael C. Jensen
21. Comment, Richard S. Ruback
22. Comment, John L. Vogelstein
23. Comment, Elliott J. Weiss
24. Comment, Martin D. Ginsburg
LEGAL RULES, TAKEOVER STRATEGIES, AND DEFENSIVE TACTICS
25. The Pressure to Tender: An Analysis and a Proposed Remedy, Lucian Arye Bebchuk
26. Comparative Dimensions of Takeover Regulation, Deborah A. DeMott
27. The Regulation of Takeovers in Great Britain, Peter Frazer
28. Comment, Douglas H. Ginsburg
29. Comment, Marshall L. Small
30. Comment, Stanley Sporkin
ONE SHARE, ONE VOTE
31. Stock Exchange Rules Affecting Takeovers and Control Transactions, Joel Seligman
32. Organized Exchanges and the Regulation of Dual Class Common Stock, Daniel R. Fischel
33. Comment, Robert H. Mundheim
34. Comment, A. A. Sommer, Jr.
Index