THE MARKET FOR CORPORATE CONTROL (INCL. TAKEOVERS) (PROOFS)
Professor of Management
Graduate School of Management
University of California, Davis
© Copyright 1998 George Bittlingmayer
Mergers, acquisitions and takeovers often imply dramatic changes for employees, competitors, customers and suppliers. Not surprisingly, the market for corporate control has generated controversy and is frequently regulated by law or business custom. Though transfers of control take place in many countries, explicit and public struggles for control occur most frequently in the U.S. and U.K. During most of the 20th century, critics of mergers and acquisitions in the U.S. pointed to the danger of monopoly and increased concentration. Partly in response to the emergence of new control transactions such as the hostile takeover and leveraged buyout, more recent criticism has focused on the consequences for corporate productivity, profitability and employee welfare. Subject to qualifications, the market for corporate control reallocates productive assets - in the form of going concerns - to the highest bidder. In cases where the bidder uses his own money or acts on behalf of the bidding firm's shareholders, the asset goes to the highest value use. In cases where managers of the bidding firm are able to serve their own interests rather than the interests of shareholders, the market for corporate control plays a paradoxical role. It simultaneously provides (1) a means by which managers may acquire companies using other people's money and (2) a means by which they may themselves be disciplined or displaced.
JEL classification: G3, K2, L2, L4, L5
Keywords: Corporate Control, Mergers, Acquisitions, Takeovers, Securities Regulation, Antitrust, Corporate Law
The shareholders of the modern, publicly held corporation buy and sell their shares freely, though ordinarily in small quantities and without major consequence for the corporation itself. Occasionally, a new owner - typically another firm - will acquire a large fraction of a corporation's shares, elect a new board of directors, replace or absorb its top management, and alter its methods of doing business. Consequently, when a substantial fraction of shares does change hands - through a negotiated acquisition, market purchase or tender offer - the new owner often expects to gain.
What the acquirer expects to gain and what the acquirer actually receives have been the subject of a long-standing, lively and often acrimonious debate. During most of the 20th century, merger, acquisition and the control of corporations in the United States were intimately related with the twin problems of monopoly and the concentration of economic power. The acquisition of a substantial stake in a corporation by another entity - whether another corporation, a bank or other financial intermediary - appeared to pose a threat to some part of the non-corporate sector, typically small business, labor or consumers.
By mid-century, corporate control and the transfer of that control began to raise other policy issues besides the threat of corporate power. Academic attention, for example, turned to possible strategic or financial objectives in mergers and acquisitions, or to manager's hunger for more turf. This shift came about partly because stricter antitrust laws had ruled out traditional monopoly explanations. In addition, the merger waves of the 1960s and the 1980s witnessed the emergence of hostile tender offers, new and controversial forms of debt financing, and new control transactions such as the leveraged buyout. Frequently, the acquisitions wrought dramatic and far-reaching changes in the marketplace and in the lives of employees. Acquired firms, even in cases involving hostile takeovers, came increasingly from the ranks of America's largest corporations.
Scholarly discussion and public debate covered a wide territory, but focused in large part on mergers and takeovers as a solution to mismanagement. In fact, the widespread restructuring that followed many acquisitions, leveraged buyouts and other transactions helped in large measure to rekindle interest in the problems raised by the "separation of ownership and control." Subsidiary questions concerned the effects of changes in state and federal takeover policy; the degree to which stock prices represented the underlying asset value of takeover targets; and the effects of takeovers and mergers on wages, investment, and research and development.
The transfer of corporate control in other developed countries, in particular Western Europe and the Far East, has been less dramatic and less controversial than in the United States. One might argue that these other countries do not need an active market for corporate control. Large financial intermediaries, in particular banks, monitor corporate performance more closely and exert a greater influence than they do in the U.S., in particular when a corporation gets into trouble. Major financial institutions may also see their own interests better served by continuity. The impact of the state on mergers, though still powerful, has been more subtle than in the U.S., perhaps reflecting a lower level of concern with monopoly and the concentration of business. Finally, business in other developed countries makes less intensive use of the stock market as a source of finance than do American corporations, further limiting the scope for a market for corporate control. So, while the control of corporations and the transfer of control is a worldwide phenomenon, the use of explicit, market-based mechanisms is most advanced and most conspicuous in the United States.
An acquirer can gain of control of a large fraction of a corporation's shares using the following methods, either singly or in combination.
Open market purchase . This involves purchase of shares on an exchange. In the absence of any regulation, an acquirer will take pains to conceal his intentions and purchase as many shares as possible before the news leaks out. Since 1934, American law has required the disclosure of 10 percent ownership, and with the passage of the 1970 Amendment to the Williams Act, 5 percent ownership. This regulation effectively forces an acquirer to show his hand. Even without regulation, the attempt to gain control of a corporation without arousing suspicion and without increasing the stock price of the target firm is likely to prove difficult.
Block purchase . A shareholder may purchase a large block of shares in a negotiated acquisition. Large blocks, especially those that confer the right to elect the board, typically trade at a premium to small blocks sold on an exchange, presumably because of the value of control.
Tender offer . A potential acquirer may issue a tender offer - promising to pay a fixed amount per share for shares submitted by stockholders, subject to specified conditions. This price is typically greater than the market price. A tender offer may be made for only some fraction of the shares outstanding, it is likely to expire at some point, and the actual transaction may be made contingent on a minimum number of shares being tendered. The terms may be for cash or securities, and the offer may be made with or without the consent of the target management and board. If management is opposed, and especially if it offers active resistance, the offer is viewed as "hostile." An acquirer will often first buy a relatively cheap "toe-hold" on the open market and then follow up with a tender offer. In the U.S., tender offers are subject to federal securities laws.
Negotiated purchase . Often, the acquirer deals directly with the management and board of the target firm and negotiates the terms of an acquisition. This method usually involves the transfer of all outstanding shares of the target, for either cash or securities. It may also involve other terms, such as employment contracts for the management of the acquired firm, provision for a "break up fee" if company to be acquired backs out, or so-called lock-up agreements conferring on the acquirer the right to purchase shares. The transfer of control over shares is typically but one step in a longer negotiated transaction that includes the ultimate formal absorption of the acquired firm through merger.
Proxy Contest . Typically, shareholders of a publicly held corporation may delegate their vote. Small shareholders and institutions who do not wish to take an active role typically delegate their vote to management. (In some countries the proxies of small shareholders may be held by a large bank, with the bank itself being a substantial shareholder.) A group of dissident shareholders may stage a proxy contest, by which the group solicits proxies from other shareholders. With sufficient votes, such a group is able to change the composition of the board and ultimately effectuate changes in the management of the corporation. A group of insurgent shareholders will typically hold a fraction of outstanding shares in order to certify their seriousness and to capitalize on any gain in share value from a successful effort.
In American practice, the acquirer is usually another publicly held firm, and the transaction results in the merger of two publicly held firms. Increasingly, however, acquirers take minority positions for longer periods of time. Partial acquisitions without any immediate plans for merger have had a longer tradition in Europe. Recent American practice has also seen the rise of leveraged buyouts (LBO's) and management buyouts (MBO's). In a leveraged buyout, a private firm uses borrowed funds to make a tender offer that - if successful - would give the acquirer sufficient votes to "take the firm private." The acquirer is then free to effectuate changes in the board and management, or require that top managers increase their equity stake. A management buyout typically involves the same substitution of debt for widely held public equity as an LBO, but the transaction takes place at the initiative of management, and management takes on a large stake in the remaining equity of the private firm. Finally, corporations often repurchase their own shares on the open market or by means of a tender offer or block purchase, with the intention of influencing the balance of control ( Gilson (1986, Part III) , Brudney and Chirelstein (1987, Part IV) , Weston, Chung and Hoag (1990, ch. 18-19) ).
The transfer of control through merger and acquisition emerged at the end of the 19th century and is linked, at least in time and quite likely in substance, with the development of the modern corporation. Early American economists regarded the growth of firms such as Standard Oil, U.S. Steel and DuPont through merger as largely natural and efficiency-enhancing. The emergence through merger of large industrial firms in the U.K. and continental Europe generated largely similar reactions. Subsequent generations of economists, in particular in the U.S., came to view merger largely in terms of monopoly, perhaps because the development of economic theory seemed to leave little choice.
For a good deal of the 20th century, economic explanations for merger focused on the interaction of monopoly and scale economies, with scale economies playing a paradoxical role. If scale economies did not exist, that is, if a single large firm could not produce more cheaply than two or more smaller ones, then the motive for a merger of two firms in the same or related line of business could only be monopoly. If scale economies did exist and a larger firm was more efficient, then the large firm would take over the whole business and set its price above marginal cost but below the level that would lead to significant entry. Either way, the acquisition of one firm by another was linked with monopoly. Stigler's (1950) influential analysis of "Oligopoly and Monopoly by Merger" appealed to the "survivor principle" to argue that economies of scale were unimportant. He explained the emergence of large firms at the turn of the century and again in the 1920's as grabs for monopoly power facilitated by the growth of the stock market, which allowed firms to capitalize monopoly rents.
It is worth noting that the textbook models of competition and monopoly both assume a unitary, profit-maximizing firm. Those models have little to say about the mechanisms by which a group of individuals control a corporation, how the effectiveness of that control varies according to the concentration of stockholdings and the identity of stockholders, or how optimal control mechanisms might vary by type of business or over the life-cycle of the business. Regardless of the intellectual origins, the concern with possible monopoly motives and monopoly effects of mergers and acquisitions ultimately moved beyond horizontal mergers (involving firms making identical products or very close substitutes) to vertical mergers (involving merger of successive levels of production, such as cement and concrete) and even to conglomerate mergers (involving mergers of firms in unrelated businesses). However, the arguments and evidence supporting a monopoly explanation were particularly weak in the last case.
Beginning in the 1960s, the economic literature turned to a number of other, non-monopoly explanations. These new explanations struck one of several broad themes. Acquisitions may allow the implementation of managerial knowledge across businesses; they may allow firms to implement strategic goals; they may promote financial synergies such as diversification or the use of increased leverage; they may allow managers to indulge their appetites for more control using other people's money; and, paradoxically, they may be the mechanism by which new owners can impose much-needed discipline on managers. The last explanation gained more and more adherents during the 1980s, when an increasing number of mergers were financed by debt and resulted in a leveraging up of the corporate sector. According to Michael Jensen's (1986) "free cash-flow" theory, companies with excess cash are likely to undertake negative net present value projects. For example, oil companies flush with cash from high oil prices may drill negative net present value oil wells and engage in dubious diversification efforts instead of returning cash to shareholders. An acquisition financed with debt forces the new management to generate cash and reject dubious projects. According to oral tradition, the "free-cash flow" explanation originated with the colorful 1980's takeover king, T. Boone Pickens. Gilson (1986, Part II) , Scherer and Ross (1990, pp. 159-167) , Weston, Chung and Hoag (1990, ch. 10) , and Carlton and Perloff (1994, 36-40) offer surveys of possible explanations for mergers and acquisitions.
Though control transactions have a long history in fact and in law, the academic literature on the "market for corporate control" and indeed the term itself begin with Henry Manne (1965) . His analysis focused on control transactions that would address the problem of poor management, and he introduced a number of enduring themes. He viewed the competition for corporate control as encompassing (1) proxy fights, (2) direct purchase of shares and (3) merger. Manne also argued that control of the corporation was a valuable asset, he suggested that many mergers took place because the bidder valued that asset, and he advanced the idea of a "positive correlation between corporate managerial efficiency and the market price of shares" ( Manne, 1965, p. 112 ). He also viewed proxy fights as needlessly cumbersome and expensive, a conclusion shared by much subsequent commentary. Direct purchase of shares (open market purchases, block purchases, and tender offers) and merger differ in one important respect. Direct purchase does not require approval of the target management. In a merger that requires board approval, management would typically demand some compensation for its consent to be displaced. "When we find incumbents recommending a control change, it is generally safe to assume that some side payment is occurring" ( Manne, 1965, p. 118 ). He also observed that firms in the same industry are likely to be well situated to discover mismanagement and act on that knowledge by proposing merger, thus weakening the case for the stringent horizontal merger policy practiced in the 1960s.
Consistent with Manne's original approach, the subsequent literature has included negotiated merger among the panoply of control transactions that includes open market purchases, tender offers and control block purchases. Doing so recognizes that many mergers take place under the threat of takeover or because the merger itself amounts to a takeover with side payments to secure the cooperation of target management.
Though control of managers has become an important theme in discussions of the market for corporate control, it bears emphasis that other mechanisms exist that also promote efficient operation of a corporation. Jensen and Meckling (1976) argue that managers act as agents of shareholders and that shareholders have an incentive to use resources efficiently to monitor managers. In common with the textbook model of the profit-maximizing firm, their model views shareholders as a unitary agent and neglects the issue of incentives in the case of widely held corporations. As Manne himself observed, "the separation of ownership and control" deals with the problem faced by diffuse ownership. "So long as we are unable to discern any control relationship between small shareholders and corporate management, the thrust of Berle and Means's famous phrase remains strong" ( Manne, 1965, p. 112 ).
Even in the case of the diffusely held corporation, however, various influences tend to promote efficient management. Competition in product markets imposes discipline on management because inefficiency may lead to the ultimate demise of a firm. State law allows shareholders to vote for directors, and these in turn are responsible for the appointment and dismissal of top management. States with corporate laws that encourage or allow inefficient management will not get their share of new incorporations. The job market for managers will penalize those who do not perform well. Finally, managers may own a large fraction of outstanding shares, which will tend to align their interests with those of shareholders.
Clearly, none of these and other possible forces is perfect. The workings of competition in the product market may be slow; shareholders may not have the incentives or abilities to assess corporate performance and the need for a new board of directors; states will still be able to retain and compete for established corporations that management controls by means of relatively small ownership stakes; entrenched top management may not care about moving to another job; and large shareholdings are the exception rather than the rule. Even jointly, then, these other disciplinary mechanisms may fail to protect shareholders.
A variety of laws affect mergers and the market for corporate control. These include the law of corporations, antitrust policy and securities regulation. In the United States, corporate law is largely a creature of the individual states. About half of all large, publicly held corporations choose Delaware, a small, east-coast state, and the remainder tend to gravitate toward large states such as New York, California, Illinois and Pennsylvania. The states compete to grant corporate charters and to attract the fees and legal business that comes with them. Indeed, critics charge that this competition is a "race to the bottom," with the states offering insufficient protection to shareholders and overly generous protection to managers. The influence of state corporate law on corporate control runs deep. State law affects the voting rights of shareholders, the duties of corporate directors, and the defensive tactics available to target management, for example. This influence over the mechanics of control ultimately affects the value of control.
In contrast to state law, the influence of American federal law is less direct, though perhaps no less important. Early federal law focused on antitrust, which limited mergers, acquisitions, cross-holdings of stock and interlocking directorates. The federal role increased dramatically with the 1934 Securities Exchange Act, and with subsequent legislation, notably the 1968 Williams Act, which imposed disclosure requirements on acquisitions above threshold levels and restricted the terms of a tender offer. Federal securities law also governs proxy fights and communication among shareholders. Finally, Federal law restricts the stock holdings of banks, mutual funds and other financial intermediaries, with subtle but arguably powerful consequences for corporate control.
In the late 1980s, the regulatory initiative passed back to the individual states, which passed antitakeover legislation when the federal government did little to restrict a wave of takeovers. In contrast to early state initiatives to control the takeover process, the courts gave their approval. Indeed, this last development illustrates one of the recurrent themes in the American approach to corporate control, namely regulatory competition between the federal government, the judiciary, and the states (particularly Delaware). The other constant theme in America is the hostility toward concentrated power ( Roe, 1994 , Romano, 1987 , and Pound, 1992???, 1993 ).
The federal government may interfere with the transfer of control on various grounds. Chief among these is alleged monopoly, which has played an important role since 1890, when the modern corporation was in its infancy. The original trusts enabled a trustee to hold and control shares of several corporations, thus facilitating coordinated operation of several nominally independent enterprises. The device was pioneered by Standard Oil in 1882 but other groups of firms soon adopted the form. More broadly, a variety of related cooperative forms, also called "trusts," emerged over the following two decades. These included cartels, pools, holding companies, "communities of interest" (later termed "interlocking directorates") and merged firms.
The chief chartering states (notably New Jersey and Delaware) shaped and accelerated this development by allowing corporations to buy each other's stock and by permitting merger. Both measures facilitated the conversion of possibly illegal "trusts" into statutorily sanctioned forms. In contrast, populist states and the federal government responded to the widespread cartelization with "anti-trust" statutes, in particular the 1890 Sherman Antitrust Act. It bears emphasis that most commentary at the time regarded the various trust forms as different manifestations of the same underlying phenomenon - a single "trust and corporation problem."
According to early Supreme Court interpretation, notably E.C. Knight (1895)???, the new antitrust law applied only to cartels. Cartels implied an agreement to restrain interstate trade. Acquisition and merger, in contrast, involved the purchase and sale of corporate shares created under state law and no agreement to restrain trade. This odd legal situation - cartels always illegal, merger always OK - laid the basis for the Great Merger Wave of 1898 - 1902, including the formation or growth through merger of firms such as U.S. Steel, DuPont and American Tobacco, as well as the conversion of the Standard Oil Trust into a holding company. Some very dramatic takeover struggles took place in that era, notably the fight between railroad magnates Hill and Harriman for control of the Northern Pacific in 1901.
The aims and effects of these early innovations in corporate control - the classic trusts and the holding companies and merged firms that replaced them - were controversial at the time and have remained controversial to the present day. Modern business historians, notably Chandler (1977) , view the early acquisitions and mergers as part of the process by which "the visible hand" of management was substituted for the invisible hand of arms-length market agreements, allowing greater efficiency in management. Modern legal historians have tended to view the cartels as, at best, mixed blessings ( Hovenkamp, 1991 and Freyer, 1992 ). Economists since mid-century have followed Stigler's (1950) analysis - discussed above - which emphasized the formation of monopolies through merger. Scherer and Ross (1990, ch. 5) , who share this view, provide a representative treatment from the perspective of the late 20th century.
One approach, which was popular early on only to be rejected in favor of the monopoly view, has recently experienced a revival. Early economists defended both the cartels and the mergers that often replaced them as efficient responses to the problems posed by high fixed costs, in particular the danger of "cutthroat competition". In more recent work, Bittlingmayer (1982 , 1983???, 1985) and Telser (1987, ch. 2) rely on the theory of cooperative games, in particular the theory of the core, to explain the widespread use of cooperative forms including merger in many industries marked by high fixed costs and fluctuating demand. On this view, a competitive equilibrium is not possible with an "empty core," leaving cartelization, tacit collusion, merger or single-firm monopolization as the only alternatives. This squares the circle, explaining how the early "trusts" could have been both collusive and more efficient than the businesses they replaced.
On all three views of the late 19th and early 20th century mergers - managerial, monopoly and empty core - the market for control provided a mechanism by which previously independent units achieved coordinated action. The managerial view also allows the possibility that merger facilitated the transfer of new, more efficient managerial methods and comes closest to embodying modern notions about the function of the market for corporate control.
Effective federal intervention in mergers and acquisitions began with President Theodore Roosevelt's celebrated "trust-busting." In response to the Great Merger Wave, 1898-1902, Roosevelt filed Northern Securities (1904)???, a case that originated in the battle for control of the Northern Pacific. His intention was to force a revision of merger policy. In a 5-4 decision, the Supreme Court reversed itself and placed merger under direct federal control. At the same time, Roosevelt established the Bureau of Corporations (the Federal Trade Commission's predecessor) and the Antitrust Division of the Department of Justice.
After a brief lull, Roosevelt used the government's new powers under the Sherman Act in late 1906 and 1907 in an aggressive effort to divest some of the most notorious "trusts," including John D. Rockefeller's Standard Oil, American Tobacco and DuPont. These attacks were controversial and potentially immense if carried to their logical conclusion, since thorough "trust-busting" would have meant a costly and protracted dismemberment of perhaps half of U.S. industry. Indeed, public commentary at the time blamed Roosevelt's "trust-busting" for the Panic of 1907, which was marked by a remarkably steep decline in stock prices and output. A similar discussion flared up during the less dramatic bear market and recession that surrounded President William Howard Taft's (1909-1913) attempt to break up U.S. Steel. Though historians of the Progressive Era are aware of this controversy, economists have largely ignored it. Bittlingmayer (1993 , 1996) has recently offered new supporting evidence, in particular a negative correlation between antitrust enforcement and changes in stock prices and output.
Despite sporadic and controversial successes and continued anti-big-business rhetoric, the federal government eventually abandoned the aim of divesting the large corporations formed in the 1898-1902 merger wave. Arguably, attempts to do so had proven too costly. However, big business and in particular bank control of big business remained unpopular, and political attention turned to the later topic. The Pujo "Money Trust Investigations" of 1912 drove banks off the boards of directors, thus undermining the role of banks as monitors of corporate performance ( Roe, 1994, pp. 33-35 ). In recent work, Cantillo (1996) reports that the forced departure of banks from corporate boards depressed stock values of the affected corporations. Arguably, the erosion of bank power over corporations set the stage for management self-dealing and the emergence of alternative methods of disciplining management.
The political controversy surrounding the corporation was suppressed during the First World War and, after a brief flurry of anti-business sentiment following the war, suppressed again during the 1920s. The administration of President Calvin Coolidge (1923-1929) deliberately attempted to scale back enforcement of the antitrust laws, especially the laws against merger. In an echo of experience at the turn of the century, this period of extraordinarily lax merger enforcement again coincided with a large wave of mergers. General Motors, Curtiss-Wright, General Mills and many other companies grew substantially during this period. The high growth and new technology industries of the era - automobiles, aviation, food processing, radio, motion pictures and electric utilities - experienced particularly extensive consolidation through acquisition and merger. Corporate growth and the booming stock market of the 1920s also contributed to the growth of the modern managerial firm, that is, a large firm owned by many small shareholders but run by professional managers. It was precisely this emerging "separation of ownership and control" that Berle and Means (1932) criticized only a few years later in their classic, The Modern Corporation and Private Property .
The 1920s merger wave ended after the October 1929 stock crash. Perhaps the crash and 1930 recession ended the merger wave. This would be consistent with the view that merger waves are speculative phenomena or that merger waves are caused by business booms. Alternatively, and of some importance for our assessment of merger and takeover activity, and of the effects of swings in government policy, the boom and crash may have reflected swings in merger and antitrust policy under Presidents Coolidge (1923-1929) and Herbert Hoover (1929-1933). Coolidge's administration, which was widely regarded as being aggressively "pro-business," filed very few merger cases and almost none against mergers involving publicly traded firms. Outside observers, among them America's leading economist at the time, Irving Fisher, regarded Hoover as simply continuing a policy favorable toward merger. This was a plausible inference in part because Hoover had been Coolidge's Secretary of Commerce. However, it has only recently come to light that Hoover in fact viewed the merger wave with suspicion, and that Hoover's attorney general announced a radical shift in antitrust policy in the middle of the October 1929 crash. The Hoover administration soon implemented a more restrictive policy, that included a resumption of merger case filings ( Bittlingmayer, 1993 ). Experience in 1929 is consistent with the evidence from the Panic of 1907, and with the October 1987 crash, discussed below.
The presidency of Franklin Delano Roosevelt (1933-1945) left its mark on regulations affecting the market for corporate control, as it did on many other areas of economic life. However, most of the New Deal's explicit legal and regulatory changes affected the market for control indirectly - by requiring disclosure of stock ownership, placing restrictions on proxy contests (originally a matter of state law only), and by restricting the stockholdings of financial intermediaries. Especially at the end of the 1930's, political attention turned again to the ownership and control of business.
Though New Deal legislation contained few specific provisions dealing with the market for corporate control, the potential for federal intervention increased sharply. For example, the single most important piece of federal takeover legislation, the Williams Act, discussed below, was passed in 1968. It was an amendment to the 1934 Securities Exchange Act. Ultimately, the potential influence of federal legislation was also felt at the state level, because key states of incorporation, such as Delaware, defended their positions against federal encroachment. The danger to them stemmed from latent Securities and Exchange Commission powers under 1930s legislation, and from the possibility that Congress might extend that legislation. Other legislation from the New Deal had more direct effects on stock ownership. For example, the 1940 Investment Company Act, which was drafted by the newly founded Securities and Exchange Commission at the direction of Congress, limits mutual fund holdings of stock Roe (1995, p. 103)???.
The connection between corporate control and the monopoly problem surfaced again after the Second World War. Based on a relatively small merger wave, and a concern about a "rising tide of concentration," Congress passed the 1950 Celler-Kefauver Amendment to the Clayton Act, thus closing the so-called asset loophole. The 1914 Clayton Act had prohibited anticompetitive acquisitions of stock, but left acquisitions of asset untouched. As a consequence of the new law, and new Supreme Court interpretations in the late 1950s and 1960s, horizontal merger policy became very restrictive. Horizontal mergers involving market shares of as little as 5 and 10 percent were largely ruled out, and even vertical mergers came under attack. Conglomerate mergers - mergers of unrelated businesses - were not entirely immune because of "reciprocity" and "potential competition" theories, but did enjoy a relatively safe harbor.
Not surprisingly, though mergers of all types continued to occur, the 1960s experienced an upsurge of conglomerate mergers. With hindsight many of these seem ill-advised. Why they occurred remains unclear. Antitrust policy favored them, but it did not compel them. Perhaps restrictions on the ownership of corporations by banks and other intermediaries and the development in state corporate law of the business judgment rule that gave wide discretion to managers and directors facilitated the formation of inefficient conglomerates. The origin of the conglomerates remains a riddle.
The 1980s and 1990s wave of mergers, acquisitions and restructurings quite likely had their origins in changed state and federal policies. The Supreme Court declared restrictive state antitakeover laws unconstitutional in 1982, and the federal government reversed course under the Reagan administration and practiced a relatively permissive merger policy. In addition, the development of new forms of financing, notably high-yield "junk" bonds, probably contributed to the increase in merger activity, though their emergence may have been as much an effect as a cause of the high level of restructuring. The consequences for American business were substantial. Table 1 shows that over half of a sample of large firms in existence in December 1981 became the targets of takeover attempts or themselves undertook defensive restructuring during the following eight years. These changes generated a political reaction that is not surprising in hindsight. The states enacted new antitakeover laws that passed muster at the Supreme Court. In a sequence of events reminiscent of the Panic of 1907 and the 1920s boom and crash, the U.S. Congress briefly considered federal antitakeover legislation that is implicated as a precipitating factor in the October 1987 crash ( Mitchell and Netter, 1989 ). On the other hand, the American political process has tolerated well into the 1990s a pace of mergers, acquisitions and restructuring that would have been unimaginable in earlier decades.
|Table 1: Frequency of takeover and restructuring over 1982-1989 for |
1,064 large U.S. firms in existence December 1981.
|Category||Number of firms||Percentage of firms||Percentage of |
|Friendly takeover target||286||26.9%||13.6%|
|Hostile takeover target||243||22.8||23.4|
|Unsuccessful followed by friendly takeover||87||8.1||7.0|
|Unsuccessful followed by restructuring||36||3.4||6.9|
|Defensive asset restructuring||78||7.3||11.8|
|Remainder of sample||457||43||51.2|
|Source: M.L. Mitchell and J.H. Mulherin (1996, Table 2) .|
The emergence of the unsolicited, often unfriendly and sometimes hostile takeover in the 1950s and its subsequent growth sparked various attempts at regulation. Though intensively studied, many aspects of takeover regulation remain controversial to the present day. Should acquirers be forced to disclose their holdings? Disclosure raises the cost of the shares purchased and may give target management warning and an opportunity to mount a defense. On the other hand, knowledge that a bidder is acquiring shares may allow target management to encourage an auction for the asset at stake, namely control of the corporation. Should tender offers be open for a fixed period of time? A long open period again allows target management to mobilize a defense, but it may also encourage others to enter the bidding. Should non-tendering shareholders have options other than forced sale at a price below the tender-offer price? Such a forced sale may compel shareholders to part with their shares for a price less than their valuation or the true value, but a price equal to or greater than the tender dilutes shareholder incentives to tender in the first place.
Regulation of Takeovers by Exchanges . Though not well known, U.S. stock exchanges themselves placed limits on takeovers in the 1950s and sixties. The New York Stock Exchange required listed firms to keep open offers for their own and other firms' shares at least ten, but preferably thirty days, and tendered shares had to be taken up on a pro-rata rather than a first-come-first-serve basis ( NYSE Company Manual, 1963, pp. A179-A180 ). The American Stock Exchange apparently had a similar informal policy ( Fleischer and Mundheim, 1967, p. 330, n. 24 ). Such policies were limited in scope, however, because the NYSE and AMEX had no power over non-listed firms.
The Williams Act . Passed in July 1968, the Williams Act stipulated that tendering shareholders had the right to tender their shares during the first seven days and after 60 days, it required pro-rationing of tendered shares, and specified that increased offers applied retroactively to shares tendered in response to earlier offers. It also stipulated that acquirers that had bought 10 percent of outstanding shares on the open market disclose their acquisitions to the U.S. Securities and Exchange Commission, though this added little to existing disclosure requirements. The 1970 Amendment lowered the disclosure requirement to 5 percent.
Effects of the Williams Act . A number of studies, among them Smiley (1975) , Jarrell and Bradley (1980) , Guerin-Calvert, McGuckin and Warren-Boulton (1987) , and Asquith, Bruner and Mullins (1983) found that target firms experienced higher abnormal stock returns after passage of the Williams Act. Some of these early studies also investigated bidder returns and found that they were lower after passage of the act, suggesting that the legislation increased returns to target shareholders at the expense of bidding shareholders. Moreover, Schipper and Thompson (1983)??? found that bidders who were engaged in merger programs experienced stock price declines with the passage of the Williams Act. Given the higher target premia and the lower bidder returns, the law arguably reduced the number of takeovers, though that proposition has not been tested. It is also unclear from this evidence whether the aggregate gains to all shareholders (all potential bidders and targets) were positive or negative. Other, more recent work even casts doubt on the conclusion that the Williams Act raised takeover premia and hindered the market for corporate control. Franks and Harris (1989) found that U.K. takeover premia also increased after 1968 in the absence of similar legislation. Nathan and O'Keefe (1989) place the increase in takeover premia at 1973-74, well after passage of the law.
First-Generation State Takeover Laws . The increased use of the hostile or unfriendly takeover had repercussions at the state level in the passage of so-called first-generation takeover statutes. Virginia led the way in 1968, the year Congress passed the Williams Act. By 1979, every state with a substantial share of corporate headquarters or a substantial share of incorporations had passed an antitakeover statute ( Smiley, 1981 ). Romano (1985) documents the spread of these laws. The Illinois law, for example, prohibited acquisition of any firm with substantial assets in Illinois unless a state official approved. Jarrell and Bradley (1980) and Smiley (1981) found that these laws lowered takeover activity. However, the Illinois statute and with it most of the first-generation statutes were declared illegal in Edgar v. Mite 457 U.S. 624 (1982)??? because they interfered with interstate commerce.
Second-Generation State Takeover Legislation . The states responded to Mite with statutes more narrowly focused on corporate law, the traditional prerogative of the states. Not surprisingly, states that were leaders in the adoption of first generation statutes were also more likely to adopt a second generation statute ( Romano, 1987, p. 114 ). These laws fell into three categories. For example, Indiana passed a "control share acquisition" statute stipulating that the shares of acquirer cannot be voted without the authorization of the target's board of directors or shareholders not affiliated with the bidder. A second set of states, following Maryland's lead, passed "fair-price" provisions that stipulate a minimum price in a two-tier takeover bid (involving an initial price for tendered and accepted shares, and a second price for any remaining shares in any "back-end" transaction such as merger, liquidation, etc.) A third set of states adopted "freeze-out" laws that restrict the ability of an acquirer to effectuate a business combination (merger) with the target firm unless the bidder obtains prior approval from the board of directors. The new laws were generally upheld.
One line of studies found significant negative, though generally small, effects on the share prices of companies incorporated in states adopting such takeover amendments. These include Schumann (1988) for New York, Ryngaert and Netter (1988 , 1990) for Ohio, ???Sidak and Woodward (1988) for Indiana, and Szewcsyk and Tsetsekos (1992) for Pennsylvania. On the other hand, Romano (1987) finds no effects in Connecticut, Missouri and Pennsylvania, and Margotta, McWilliams and McWilliams (1990) conclude that the Ohio law had no effect. Similarly, Pugh and Jahera (1988)??? found no effects in Ohio, Indiana, New York and New Jersey, and Jahera and Pugh (1991) find no effect from the introduction of an antitakeover law in Delaware, the major state of incorporation.
To resolve these findings, Karpoff and Malatesta (1989) examine all second-generation of laws passed from 1982 through 1988 and find small but statistically significant negative effects of about -0.3 percent on average upon publication of the first newspaper article that reported on the upcoming legislation. Surprisingly, Karpoff and Malatesta found that corporations headquartered but not incorporated in a state passing an antitkakeover law experienced similar stock-price declines. In their view, passage of a law reflects a state's willingness to help corporations doing business there to defend themselves against takeover. They also find that companies without takeover provisions in their corporate charters experienced significant negative effects, while those without such provisions did not.
Surprisingly, a recent study by Comment and Schwert (1995) find little effect of these state laws and firm-level antitakeover measures on the firm-level probability of a takeover. They found that the monthly rate of takeover offers for firms listed on the New York Stock Exchange (NYSE) and the American Stock Exchange (Amex) was typically below 1 percent from 1975 through the mid 1980s. That rate increased above 1 percent in the late 1980s and early 1990s, and then declined below 0.5 percent in the early 1990s. (Note that a takeover rate of 0.5 or 1 percent per month implies a substantial cumulative risk of takeover over several years.) Comment and Schwert found that for a sample of over 20,000 firm-years covering January 1977 through January 1991, the existence of a state control share or business combination law had, if anything, a positive effect on takeover probability. However, the existence of such laws was related to the adoption of poison pills. The use of a poison pill in turn, taking into account other factors, including the existence of a state antitakeover law, did lower the likelihood of takeover. Comment and Schwert conclude that not state laws, but rather the adoption of firm-level antitakeover defenses and changing financial conditions may explain the decline in takeovers. The demise of the junk-bond market, a demise that arguably had political origins, may also have played a role.
The Politics of Takeover Legislation . Roe (1990 , 1993 , 1994) argues that political forces hinder effective control by shareholders in the United States. For example, the distinctively American opposition to centralized power has kept banks weak and prevented them from playing an active role in the oversight of large corporations. Similarly, the law places limits on financial intermediaries, including investment and insurance companies. Along similar lines, Pound (1992)??? argues that the political reaction to takeovers will channel the struggle over corporate control from takeovers to shareholder activism. Clearly, mergers and takeovers generate forceful and volatile political reactions because of the dramatic way they create winners and losers. Jarrell (1992) chronicles the interaction of state law, Supreme Court decisions and firm-level defensive tactics during the 1980s.
The stock-price effects of corporate control transactions have been intensively studied. Acquired firms typically experience dramatic increases in their share prices, while the share prices of acquiring firms show little effect on average. Unfortunately, the method is based on short-term stock reactions to the announcement of a merger or tender offer and does not yield direct information about the long-term effects of such transactions on variables of underlying interest such as managerial efficiency.
Acquired Firms . The early survey by Jensen and Ruback (1983) report average returns to U.S. targets of 30 percent for tender offers, 20 percent for mergers and 8 percent for proxy contests. Franks and Harris (1989) find similar gains in the U.K. Focusing only on tender offers, Jarrell and Poulson (1987) find returns to targets of 19 percent in the 1960s, 35 percent in the 1970s and 30 percent in the early 1980s. These studies routinely adjust for general changes in the market. In all of these cases, whether merger or tender offer, some of the gains may well have been anticipated. Consequently, these numbers probably understate the stock market gains to acquired firms or targets. In addition, systematic variation occurs across acquisition types. A recent study by Comment and Schwert (1995) investigates the determinants of the takeover premia in a sample of 648 successful takeovers. They found that high sales growth, low market-to-book ratio, the existence of multiple bidders, the use of cash and the use of a tender offer were associated with a higher merger premium. The existence of a poison pill and the existence of a "control share" law also increased the premium.
The substantial increase in the stock value of acquired firms is open to various interpretations. If stock markets are efficient, the joint increase in value of the acquired firm and the bidder should reflect the expected value of future increases in joint profitability. As discussed below, bidder stock prices remain essentially unchanged with a merger announcement. Consequently, the increase in value of acquired firm measures the total joint gains, under the assumption of market efficiency.
If this interpretation is correct, from where does the extra expected profitability stem? Early work attempted to distinguish prospective monopoly gains from prospective efficiency gains. Given the very stringent horizontal merger policy of the 1960s and 1970s, large monopoly gains were unlikely. In those instances in which an arguably anticompetitive merger did take place, however, the stock prices of rivals to the merging firms should have gone up (It must be noted though, that even this inference may be incorrect if the announcement of a merger in an industry signals that other firms in that industry are "in play."). Stillman (1983) found that rivals' stock prices did not increase in a sample that examined mergers that were subsequently challenged on antitrust grounds. Eckbo (1983) , in contrast, found that for a sample of subsequently challenged mergers, the stock prices of rivals increased at the announcement, but that they did not decline when the merger was challenged and actually increased when the challenging agency was the DOJ. Taken together, the results offer little support for the monopoly view, even for these sorts of restricted samples of horizontal mergers.
Though monopoly seems largely ruled out, a number of other possible sources of increased expected profitability remain. One line of commentary argues that the expected gains measured by stock price changes came from various "stakeholders." These include workers, suppliers and even bondholders (in the case of mergers that involve increased leverage). This line of inquiry has received at best only very limited support from the data. However, one party may have been hurt by the increased leverage. Since payments on interest are tax deductible, one possible source of gains are the reduced payments going to yet another possible "stakeholder," the U.S. Treasury.
In response to the conglomerate mergers of the 1960s and 1970s, some researchers briefly speculated about risk reduction as a motive for merger. Today, most commentary views this possibility skeptically since investors can achieve risk reduction directly through portfolio diversification. Another strand of commentary rejects the assumption of efficient markets. Kraakman (1988) suggests that the shares of target firms may be discounted below their true, efficient-market value. Hence, stock-price gains may overstate the true expected gains in efficiency. In a similar vein, some commentary has argued that the merger gains come from slashing various current expenses that the stock market does value: investment in physical plant, research and development, and the expertise of middle management. Market analysts and investors are fooled by the boost in short-term profits that result when these items are cut and they undervalue the future returns from these expenditures.
Other points also deserve mention. The size of the premium depends on the fraction of shares acquired. Bradley, Desai and Kim (1988) found that the supply of tendered shares has an upward slope - an increase of ten percentage points in the fraction of shares acquired resulted in a 1.7% percent increase in the merger premium. Hence, the premia in mergers and tender offers may simply reflect the higher price necessary to elicit a greater supply. Furthermore, control itself may have value even if the transaction does not result in any efficiencies. Consistent with this, control-share blocks trade at a premium. The possibility that a bid reveals previously private information about the value of the target is unlikely since blocked bids result in stock prices that revert to their old values.
Bidding Firms . Jensen and Ruback (1983) found that bidders on average experienced no net gain or loss as the result of merger activity. More recent work by Bradley, Desai and Kim (1988) and studies surveyed by Jarrell, Brickley and Netter (1988) found steadily decreasing returns to bidders from decade to decade from the 1960s through the 1980s. A changing regulatory environment more favorable to targets, the increased use of defenses that raise target premia, and greater competition for targets in a stronger merger market may explain this shift in financial gains. However, these results were still consistent with the notion that the market expects some bidders to increase and others to decrease corporate performance.
An intriguing study by Lehn and Mitchell (1990) , "Do Bad Bidders Become Good Targets?," found that bidders whose stock prices declined upon the announcement of their bid were subsequently more likely to become targets of bids themselves. Arguably, then, the market for corporate control may be a two-edged sword. On the one hand, it allows managers to indulge their penchant for acquiring businesses they are not able to manage well and to pay too much when they do so, but, on the other hand, it also provides the ultimate corrective. Clearly, however, this corrective force has recent origins since mergers, takeovers and LBO's of large firms emerged only in the 1980's and 1990's. Morck, Shleifer and Vishny (1990) present similar results, showing the bidder returns are lower when a firm diversifies, when it buys a rapidly growing target and when it has performed poorly before the acquisition. Lang, Stulz and Walkling (1991) find that bidders with large cash flow and low "q" (the ratio of stock value to replacement cost) experience negative returns.
At the firm level, attempts to predict merger and takeover candidates have met with only modest success. For the U.S., Palepu (1986) found that firms are more likely to be acquired if they have had low stock returns, low growth and low leverage, and if they belonged to an industry with a history of recent acquisitions. However, the explanatory power of the model was low. Intriguingly, and not surprising on the efficient-market view, investing in likely targets would not have yielded abnormal positive returns. Though work on the U.S. supports the view that poor performance leads to takeover, a recent study of the U.K. by Franks and Mayer (1996) found little evidence that targets of hostile bids performed poorly prior to the bid. Since even well managed firms become targets, it seems unlikely that poor performance by itself would be a reliable precursor to takeover.
Plant-, division- and firm-level studies appear to support the view that mergers improve performance, on average, though the results are not uniform. The study by Ravenscraft and Scherer (1987) based on Federal Trade Commission Line of Business data seemed to suggest that bidders purchased units with good performance and lowered their return. However, their sample was largely composed of acquisitions made in the 1960s and 1970s, that is, during the conglomerate merger wave. Lichtenberg's (1992) study of plant-level ownership changes made in the 1970s and early 1980s found that plants with low productivity were more likely to change hands and that, having changed hands, they experienced increases in productivity. Other work based on relatively recent periods seems to confirm the impression that transfers of control raise productivity and profits. Palepu (1990) found that LBO firms experience increases in productivity and operating performance. Healy, Palepu and Ruback (1992) studied the post-acquisition performance of 50 large U.S. mergers. They found increases in productivity and a strong relationship between the original stock price increase at the merger announcement and subsequent operating cash flow changes.
It bears emphasis that plant- or firm-level increases in productivity may represent only part of the contribution of mergers and acquisitions to economic well being. A healthy merger market gives entrepreneurs incentives to establish new business since they know that those businesses, once up and running, will find a ready market. It is possible that the market for corporate control performs this function even in the absence of any identifiable short-term increase in productivity linked with a transfer of control.
Though the effect of the market for corporate control on managerial efficiency has received the bulk of attention, it seems likely that we would still have mergers and acquisitions even in a world where the incentives of mangers and stockholders were well aligned. The variation in merger intensity across industries suggests that merger and acquisition activity result from other factors, though what those factors are remains unclear. Gort (1969) explains the cross-industry variation with an "economic disturbance" theory of merger. He finds that industries with high rates of growth and industries with a large fraction of "technical personnel" - which he viewed as proxies for disturbances - had higher rates of merger. In more recent work, Mitchell and Mulherin (1996) find that 1980's takeover and acquisition activity clustered over time in particular industries. In addition, they find that deregulation, dependence on energy and a low ratio of R&D to sales were correlated with greater takeover and restructuring activity at the industry level. The last result, which contrasts with Gort's finding for technical personnel, is probably attributable to the increased use in the 1980's of high-yield or "junk" bond financing, which requires tangible assets - that is, not intangible R&D - as backing. Arguably, all three variables - deregulation, energy dependence and susceptibility to junk-bond financing - are proxies for shocks.
Another line of work views merger as the response to endogenous industry forces or endogenous characteristics. Telser (1987) posits that firms have differential success in their innovative efforts, that merger provides a mechanism by which successful innovations can be applied across firms and that merger has advantages over other methods of transferring information. This prediction explains Gort's results discussed above, as well as Telser's results that industry merger and growth rates are positively related. Bittlingmayer (1996) advances a "merger as investment" explanation, according to which acquisition and merger are firm-level alternatives to new investment in tangible and intangible capital. At the industry level, merger intensity depends on the need to replace or augment the stock of capital assets and the degree to which independent development of assets and subsequent acquisition and merger provide a cheaper solution than development of assets within the firm. This explanation emphasizes the link between merger, that is, changes in the scope of a firm, and the theory of the firm. Bittlingmayer found that industry merger intensity was related to industry investment and growth of value-added per employee in the U.S., and to investment and productivity growth in Germany, offering indirect support for the view that the same factors drive merger and investment.
The purchase of corporate control by an individual, corporation or financial institution undoubtedly arises for a number of reasons. According to a former General Electric executive, GE chairman Jack Welch enjoys socializing with entertainers. That preference and Welch's effective control over GE as long as it remains one of the best managed corporations in the U.S. may very well explain why GE owns the National Broadcasting Company (NBC). Undoubtedly, some of General Electric's other acquisitions have had more traditional strategic origins. Acquisitions by other companies may have been undertaken to improve the management of the acquired firm. Against this background, it would be difficult to conclude that the market for corporate control serves shareholders - and ultimately, the cause of economic efficiency - in each and every instance. Not just common sense but the record of the conglomerate merger wave of the 1960s supports a split verdict. However, if one accepts the view that the modern corporation has allowed substantial efficiencies in the organization and financing of business, and that the corporation gets things right on average and in the long run, it seems likely that - taking the good with the bad - the market for corporate control has aided the cause of efficiency. Perhaps the most suggestive evidence on the possible role of an active market in mergers and acquisitions comes from the historical correlation between merger activity and economic growth - at the turn of the century, in the 1920s, the 1960s and again the 1980s and 1990s. Economists have typically assumed causation runs from business booms to merger, but it also seems possible that mergers and acquisitions are among the means by which industrial economies come to use resources more efficiently.
The importance of mergers, acquisitions and the market for corporate control is reflected in the volatile, often contradictory political reaction to them. Until the 1960s, discussion of mergers and acquisitions was dominated by the monopoly problem and the power of the corporation. Concern about the monopoly problem was probably overstated and seems to have been a pretext to slow the pace of economic change. Since the 1960s, the focus of discussion has shifted partly to the effects on employees and others connected with acquired corporations, reflecting the increase in hostile takeovers and radical restructuring. Ironically, restructuring was probably more severe because other, related political pressures had undermined effective control by shareholders, increasing the gap between potential and actual corporate performance, and thus increasing the extent of changes that were likely to ensue when a change in control did take place. Effective control mechanisms are the public's best protection against substantial changes stemming from an unrestricted market for corporate control.
Economists, lawyers and business historians have only slowly come to appreciate the consequences of legal intervention in the market for corporate control, and the subtle but powerful interplay between business, the presidency, the legislature and the courts. The initial effort to outlaw the trusts at the end of the 19th century hastened the growth of large firms through merger because the courts were reluctant to bring merger under the Sherman Act. Cartels were illegal but merger was not. Public opinion and public policy also opposed effective control by financial intermediaries, and state competition for corporate charters may undermined effective control of corporations by shareholders. Episodes of lax merger policy stimulated merger waves, and the political reaction against those merger waves brought them to abrupt halts at the turn of the century and again in the 1920s. The effort to outlaw horizontal merger in the 1950s and sixties aided the formation of inefficient conglomerates, a process no doubt hastened by other restrictions on effective shareholder control such as a cumbersome proxy machinery and limits on stock ownership. The states reacted to acquisitions of the 1960s with blatantly protectionist antitakeover laws, and the Supreme Court reacted by declaring those laws illegal. The Reagan administration's laissez-faire antitrust policies and reluctance to cater to political pressure in the face of the resulting 1980s takeover wave led states to adopt and the Supreme Court ultimately to approve a new generation of more subtly crafted antitakeover measures.
Three areas of research deserve more attention. First, what have been the effects of mergers, acquisitions and takeovers on economic efficiency? The existing evidence, based on plant-, division- or company-level data, is unlikely to capture the total effects. To put the matter differently, what would have been the effects on the efficiency of existing firms and on the formation of new firms of a complete ban on mergers? Second, what is the most efficient level of defense against an unwanted takeover? Some analysts say that no defense serves shareholders best, while others believe even aggressive measures serve shareholders. The socially optimal takeover defense deserves more attention. Finally, how will the political economy of takeover regulation change against the background of increasing public ownership of stocks, the internationalization of equity markets and greater use of equity markets worldwide?
Adams, Michael (1989), 'Der Markt für Unternehmenskontrolle und sein Missbrauch (The Market of Corporate Control and Its Abuse)', Die Aktiengesellschaft , 333-338.
Adams, Michael (1990) , 'Höchststimmrechte, Mehrfachstimmrechte und sonstige wundersame Hindernisse auf dem Markt für Unternehmenskontrolle (Maximum Voting Right, Multiple Voting Right, and some Wonderfull Obstacles from the Market of Corporate Control)', 35 Die Aktiengesellschaft , 63-78.
Agrawal, Arun and Mandelker, G.N. (1987) , 'Managerial Incentives and Corporate Investment and Financing Decisions', 42 Journal of Finance , 823-837.
Agrawal, Arun and Mandelker, G.N. (1990) , 'Large Shareholders and the Monitoring of Managers: The Case of Antitakeover Charter Amendments', 25 Journal of Financial and Quantitative Analysis , 143-161.
Agrawal, Arun and Mandelker, G. N. (1992) , 'Shark Repellents and the Role of Institutional Investors in Corporate Governance', 13 Managerial & Decision Economics , 15-22.
Agrawal, Arun and Nagarajan, N. J. (1990) , 'Corporate Capital Structure, Agency Costs, and Ownership Control: The Case of All-Equity Firms', 45 Journal of Finance , 1325-1331.
Agrawal, Arun and Walkling R. (1994) , 'Executive Careers and Compensation Surrounding takeover Bids', 49 Journal of Finance , 985-1014.
Agrawal, Arun, Jaffe, J. and Mandelker, G. N. (1992) , 'The Post-Merger Performance of Acquiring Firms: A Re-examination of an Anomaly', 47 Journal of Finance , 1605-1621.
Allen, J.W., Lummer, S.I., Mc Connell, J.J. and Reed, D.K. (1995) , 'Can Takeover Losses Explain Spin-Off Gains', 30 Journal of Financial and Quantitative Analysis , 465-485.
Ambrose, B.W. and Megginson, W.L. (1992) , 'The Role of Asset Structure, Ownership Structure, and Takeover Defenses in Determining Acquisition Likelihood', 27 Journal of Financial and Quantitative Analysis , 575-589.
Amihud, Yakov, Lev, Baruch and Travlos, Nickolaos G. (1990) , 'Corporate Control and the Choice of Investment Financing: The Case of Corporate Acquisitions', 45 Journal of Finance , 603-616.
Arruñada, Benito, 'Market vs. Regulation in the Market for Corporate Control: Interactions Between Takeovers and Industrial Policiy in Spain', in Pardolesi, Roberto and Van Den Bergh, Roger (eds.), Law and Economics: Some further Insights , Milano, Giuffrè, 71-106.
Arruñada, Benito (1988), 'Tiburones y sanguijuelas en la Plaza de la Lealtad (Sharks and Spongers in the Stockmarket)', 2123 Boletín del ICE , 771-772.
Arruñada, Benito (1988), 'Un análisis económico de la regulación de la sociedad anónima en España (An Economic Analysis of the Regulation of the Joint-Stock Society in Spain)', 3 Anales de Estudios Económicos y Empresariales , 191-224.
Arruñada, Benito (1990), 'Control y propiedad: Límites al desarrollo de la empresa española (Corporate Control and Ownership: Limits to it's Growth in Spain)', 687 Información Comercial Española - Revista de Economia , 67-88.
Arruñada, Benito (1990), Control y Regulación de la Sociedad anónima (Control and Regulation of Joint-Stock Companies) , Madrid, Alianza Editorial.
Arruñada, Benito (1992), 'Tiburones sólo en el diccionario (Sharks only in the Dictionary)', 56 Boletín del Círculo de Empresarios , 15-30.
Arruñada, Benito (1992), 'Crítica a la regulación de las opas (A Critic on the Regulation of Takeovers)', 203-4 Revista de Derecho Mercantil , 29-67.
Arruñada, Benito (1992), 'La conversión coactiva de acciones comunes en acciones sin voto para lograr el control de las sociedades anónimas: De cómo la ingenuidad legal prefigura el fraude (Mandatory Conversion of Common Shares into Non-Voting Shares to Reach Corporate Control over Joint-Stock Companies: How legal Simplicity Leads to Fraud)', 71 Revista Española de Financiación y Contabilidad , 283-314.
Arruñada, Benito (1992), 'ÀHacia un 'mercado único' de control societario? (Towards a Common Market of Corporate Control)', 703 Información Comercial Española , 144-170.
Arruñada, Benito and Paz Ares, Cándido (1995) , 'Conversion of Ordinary Shares into Non-Voting Shares', 15 International Review of Law and Economics .
Asquith, P. (1983) , 'Merger Bids, Uncertainty and Stockholder Returns', 11 Journal of Financial Economics , 51-83.
Asquith, P., Bruner, Robert F. and Mullins, David W., Jr. (1983) , 'The Gains to Bidding Firms from Merger', 11 Journal of Financial Economics , 121-139.
Auerbach, Alan J. (ed.) (1991), Corporate Takeovers , Chicago, University of Chicago Press, 354 p.
Austensmith, D. and Obrien, P.C. (1992) , 'Takeover Defenses and Shareholder Voting', 59 Economica , 199-219.
Bagnoli, Mark and Lipman, B. L. (1996) , 'Stock Price Manipulation Through Takeover Bids', 27 Rand Journal of Economics , 124-147.
Bainbridge, Stephen M. (1986) , 'State Takeover and Tender Offer Regulations Post-MITE: The Maryland, Ohio and Pennsylvania Attempts', 90 Dickinson Law Review , 731 ff.
Bainbridge, Stephen M. (1990) , 'Exclusive Merger Agreements and Lock-Ups in Negotiated Corporate Acquisitions', 75 Minnesota Law Review , 239 ff.
Bainbridge, Stephen M. (1991) , 'The Short Life and Resurrection of SEC Rule 19c-4', 69 Washington University Law Quarterly , 565 ff. Reprinted in 1992 Securities Law Review 377.
Bainbridge, Stephen M. (1992), 'Interpreting Nonshareholder Constituency Statutes', 19 Pepperdine Law Review , 971 ff. Reprinted in 34 Corporate Practice Commentator 641, 1993.
Bainbridge, Stephen M. (1992), 'Redirecting State Takeover Laws at Proxy Contests', Wisconsin Law Review , 1071 ff.
Bainbridge, Stephen M. (1994) , 'Revisiting the One-Share/One-Vote Controversy: The Exchanges' Uniform Voting Rights Policy', 22 Securities Regulation Law Journal , 175 ff.
Bannister, James, W. and Riahi-Belkaoui, Ahmed (1992) , 'Cash Flow, Earnings, and Corporate Control', 18 Managerial Finance , 14-30.
Barclay, Michael J. and Holderness, Clifford G. (1991) , 'Negotiated Block Trades and Corporate Control', 46 Journal of Finance , 861-878.
Baysinger, Barry D. and Butler, Henry N. (1985) , 'Antitakeover Amendments, Managerial Entrenchment, and the Contractual Theory of the Corporation', 71 Virginia Law Review , 1257-1303.
Beatty, Anne (1994) , 'An Empirical Analysis of Corporate Control Tax and Incentive Motivations for Adopting Leveraged Employee Stock Ownership Plans', 15 Managerial & Decision Economics , 299-315.
Bebchuck, Lucian Arye (1985) , 'Toward Undistorted Choice and Equal Treatment in Corporate Takeovers', 98 Harvard Law Review , 1693-1808.
Bebchuck, Lucian Arye (1986) , 'The Case for Facilitating Competing Tender Offers', 2 Journal of Law, Economics, and Organization , 253-271.
Bebchuck, Lucian Arye (1988) , 'The Sole Owner Standard for Takeover Policy', 17 Journal of Legal Studies , 197-229.
Bebchuck, Lucian Arye (1989) , 'Takeover Bid Below The Expected Value of Minority Shares', 24 Journal of Financial and Quantitative Analysis , 171-184.
Bebchuck, Lucian Arye (1994) , 'Efficient and inefficient sales of corporate control', 109 Quarterly Journal of Economics , 957-993.
Bebchuk, Lucian Arye and Kahan, Marcel (1990) , 'A Framework for Analyzing Legal Policy Towards Proxy Contest', 78 California Law Review , 1071-1135.
Berger, P. G. and Ofek, E. (1991) , 'Bustup Takeovers of Value-Destrioying Diversified Firms', 51 Journal of Finance , 1175-1200.
Berkovitch, Elazar and Khanna, Naveen (1990) , 'How Target Shareholders Benefit from Value-Reducing Defensive Strategies in Takeovers', 45 Journal of Finance , 137-156.
Berkovitch, Elazar and Narayanan, M. P. (1993) , 'Motives for takeovers: An empirical investigation', 28 Journal of Financial and Quantitative Analysis , 347-362.
Berkovitch, Elazar, Bradley, Michael D. and Khanna, Naveen (1989) , 'Tender Offer Auctions, Resistance Strategies, and Social Welfare', 5 Journal of Law, Economics, and Organization , 395-412.
Berle, Adolph A. and Means, Gardiner C. (1932) , The Modern Corporation and Private Property , New York, MacMillan.
Bhagat, Sanjai and Jefferis, R. H. (1991) , 'Voting Power in the Proxy Process - The Case of Antitakeover Charter Amendments', 30 Journal of Financial Economics , 193-225.
Bhagat, Sanjai, Brickley, James A. and Loewenstein, Uri (1987) , 'The Pricing Effects of Interfirm Cash Tender Offers', 42 Journal of Finance , 965-986.
Bhagat, Sanjai, Shleifer, Andrei and Vishny, Robert W. (1990) , 'Hostile Takeovers in the 1980s - The Return to Corporate Specialization', 1 Brookings Papers on Economic Activity , 1-84.
Bittlingmayer, George (1982) , 'Decreasing Average Cost and Competition: A New Look at the Addyston Pipe Case', 25 Journal of Law and Economics , 201-229.
Bittlingmayer, George (1985) , 'Did Antitrust Policy Cause the Great Merger Wave?', ??? Journal of Law and Economics , 77-118.
Bittlingmayer, George (1989), 'The Economic Problem of Fixed Costs and What Legal Research Can Contribute', 14 Law and Social Inquiry , 739-762.
Bittlingmayer, George (1989), 'Shareholder Heterogeneity and the Gains from Merger', in Faure, Michael and Van Den Bergh, Roger (eds.), Essays in Law and Economics. Corporations, Accident Prevention and Compensation for Losses , Antwerpen, Maklu, 49-70.
Bittlingmayer, George (1992) , 'Stock Returns, Real Activity, and the Trust Question', 47 Journal of Finance , 1701-1730.
Bittlingmayer, George (1993) , 'The Stock Market and Early Antitrust Enforcement', ??? Journal of Law and Economics , 1-32.
Bittlingmayer, George (1996) , 'Merger as a Form of Investment', 49 Kyklos , 127-153.
Bittlingmayer, George (1997) , 'Antitrust and Business Activity: The First Quarter Century', ??? Business History Review , ???-???.
Black, Bernard and Kraakman, Reinier H. (1996) , 'A Self-Enforcing Model of Corporate Law', 109 Harvard Law Review , 1911-1979.
Blair, Margaret, M. (1991) , 'Who's In Charge Here? How Changes in Corporate Finance Are Shaping Corporate Governance', 9 Brookings Review , 8-13.
Blair, Margaret, M. (1995), 'Rethinking Assumptions Behind Corporate Governance', 38 Challenge , 12-17.
Blair, Margaret, M. (1995), Ownership and Control: Rethinking Corporate Governance for the Twenty-First Century , Washington, Brookings Institution.
Blair, Margaret, M. (1996) , Wealth Creation and Wealth Sharing: A Colloquium on Corporate Governance and Investments in Human Capital , Washington, Brookings Institution.
Blair, Margaret, M. and Girish, Uppal (1993) , The Decade Handbook , Washington, Brookings Institution.
Boot, Arnoud, W.A. (1992) , 'Why Hang on to Losers? Divestitures and Takeovers', 47 Journal of Finance , 1401-1423.
Booth, Richard A. (1989), 'The Problem with Federal Tender Offer Law', 77 California Law Review , 707-776.
Booth, Richard A. (1989), 'State Takeovers Statutes Revisited', 88 Michigan Law Review , 120 ff.
Born, Jeffrey, A., Trahan, Emery A. and Faria, Hugo J. (1993) , 'Golden Parachutes: Incentive Aligners, Management Entrenchers, or Takeover Bid Signals?', 16 Journal of Financial Research , 299-308.
Borstadt, Lisa, F. and Zwirlein, Thomas J. (1992) , 'The Efficient Monitoring Role of Proxy Contests: An Empirical Analysis of Post-Contest Control Changes and Firm Performance', 21 Financial Management , 22-34.
Boukema, C.A. (1991) , 'Economische en juridische aspecten van Hoofdstuk I Fusiecode (Economic and Legal Aspects of Chapter I Dutch Merger Rules)', in Coljee, P.D., Franken, H., Heertje, A. and Kanning, W. (eds.), Law and Welfare Economics , Amsterdam, VU Amsterdam.
Bowers, Helen, M. and Moore, Norman H. (1995) , 'Market Valuation of Excess Pension Assets: Evidence from the Market for Corporate Control', 62 Journal of Risk and Insurance , 214-229.
Braakman, A.J. (1988) , 'Europees kartelrecht als strijdmiddel bij overnames (European Anti-trust Law as Takeover Combat Mechanism)', 73 Economisch-Statistische Berichten , 854-858.
Bradford, C. Steven (1990) , 'Stampeding Shareholders and Other Myths: Target Shareholders and Hostile Tender Offers', 15 Journal of Corporation Law , 417-464.
Bradley, Michael and Schipani, CA (1989) , 'The Relevance of the Duty of Care Standard in Corporate Governance', 75 Iowa Law Review in Frech, H. E. (ed.), Regulating Doctors' Fees: Competition, Benefits, and Controls under Medicare , Washington, DC, American Enterprise Institute, 1-74.
Bradley, Michael D. (1980) , 'Interfirm Tender Offers, and the Market for Corporate Control', 53 Journal of Business , 345-376.
Bradley, Michael, Desai, Anand and Kim, Han J. (1988) , 'Synergistic Gains from Corporate Acquisitions and Their Division Between the Stockholders of Target and Acquiring Firms', 21 Journal of Financial Economics , 3-40.
Brickley, James A. and James, Christopher M. (1987) , 'The Takeover Market, Corporate Board Composition, and Ownership Structure: The Case of Banking', 30 Journal of Law and Economics , 161-180.
Brous, P. A. and Kini, O. (1993) , 'A Reexamination of Analysts Earnings Forecasts for Takeover Target', 33 Journal of Financial Economics , 201-255.
Brown, David T. and Ryngaert, Michael (1991) , 'The Mode of Acquisition in Takeovers: Taxes and Asymmetric Information', 46 Journal of Finance , 653-669.
Browne, Lynn E. and Rosengren, Eric S. (1987) , 'Are Hostile Takeovers Different?', in Browne, Lynn E. and Rosengren, Eric S. (ed.), The Merger Boom: Proceedings of a Conference Held at Melvin Village, New Hampshire, October 1987 , Boston, Federal Bank of Boston, 199-229.
Brudney, Victor and Chirelstein, Marvin A. (1987) , Corporate Finance , Mineola (N.Y.), Foundation Press.
Buckley, Francis H. (1990) , 'When the Medium is the Message: Corporate Buybacks as Signals', 65 Indiana Law Journal , 493-547.
Butler, Henry N. (1989) , 'State Takeover Legislation, the Market for Corporate Charters, and the Scope of Federal Intervention: A Comment on Hitzeman, Indiana's Control Share Acquisition Statute', 27 American Business Law Journal , 291-305.
Butler, Henry N. and Ribstein, Larry E., 'State Anti-Takeover Statutes and the Contract Clause', 57 University of Cincinnati Law Review , 611 ff.
Butler, Henry N. and Ribstein, Larry E. (1989) , 'The Contract Clause and the Corporation', 55 Brooklyn Law Review , 767 ff.
Buxbaum, Hertig and Hirsch, Hopt (eds.), European Economic and Business Law, Legal and Economic Analyses on Integration and Harmonization , Berlin, 401 p.
Buxbaum, Richard M. (1985) , 'The Internal Division of Powers in Corporate Governance', 73 California Law Review , 1671-1734.
Byttebier, Koen (1995) , 'Hostile Take-Overs: Economic (Dis)Functions and Legal Policy Questions', in Bouckaert, Boudewijn and De Geest, Gerrit (eds.), Essays in Law and Economics II: Contract Law, Regulation, and Reflections on Law & Economics , Antwerpen, Maklu, 77-134.
Campbell, David (1990) , 'Adam Smith, Farrar on Company Law and the Economics of the Corporation', 19 Anglo-American Law Review , 185-208.
Cantillo, Miguel Simon (1996) , The Rise and Fall of Bank Control in the United States: 1890-1939 , Berkeley, University of California.
Carlton, Dennis W. and Perloff, Jeffrey M. (1994) , Modern Industrial Organization , Harpers Collins Publishers.
Carney, William J. (1980) , 'Fundamental Corporate Changes, Minority Shareholders and Business Purposes', American Bar Foundation Research Journal , 69 ff.
Carney, William J. (1983) , 'Shareholder Coordination Costs, Shark Repellents and Takeout Mergers: The Case Against Fiduciary Duties', American Bar Foundation Research Journal , 341 ff.
Carney, William J. (1984) , 'Toward a More Perfect Market for Corporate Control', 9 Delaware Journal of Corporate Law , 593 ff.
Carney, William J. (1986) , 'Two-Tier Tender Offers and Shark Repellents', 4(2) Midland Corporate Finance Journal , 48 ff.
Carney, William J. (1988) , 'Controlling Management Opportunism in the Market for Corporate Control: An Agency Cost Model', Wisconsin Law Review , 383 ff.
Castanias, Richard, P. and Helfat, Constance E. (1992) , 'Managerial and Windfall Rents in the Market for Corporate Control', 18 Journal of Economic Behavior and Organization , 153-184.
Caswell, Julie A. (1984) , ''An Institutional Perspective on Corporate Control and the Network of Interlocking Directorates', 18 Journal of Economic Issues , 619-626.
Caves, Richard E. (1989) , 'Mergers, Takeovers, and Economic Efficiency: Foresight vs. Hindsight', 7 International Journal of Industrial Organization , 151-174.
Caves, Richard E. (1990) , 'Lessons from Privatization in Britain: State Enterprise Behavior, Public Choice, and Corporate Governance', 13 Journal of Economic Behavior and Organization , 145-169.
Cebenoyan, A.S, Papaioannou, G. J. and Travlos, Nickolaos G. (1992) , 'Foreign Takeover Activity in the United-States and Wealth Effects for Target Firm Shareholders', 21 Financial Management , 58-68.
Chadler, Alfred, Jr., D. (1977) , The Visible Hand: The Managerial Revolution in American Business , Belknap Press.
Chaplinsky, S. and Neihaus, G. (1994) , 'The Role of ESOPS in Takeover Contests', 49 Journal of Finance , 1451-1470.
Chapman, Bruce (1993) , 'Trust, Economic Rationality, and the Corporate Fiduciary Obligation', 43 University of Toronto Law Journal , 547-588.
Chatterjee, Sayan (1992) , 'Sources of Value in Takeovers: Synergy or Restructuring-Implications for Target and Bidder Firms', 13 Strategic Management Journal , 267-286.
Chernow, Ron (1990) , The House of Morgan , Touchstone.
Choi, Dosoung (1991) , 'Toehold Acquisitions, Shareholder Wealth, and the Market for Corporate Control', 26 Journal of Financial and Quantitative Analysis , 391-407.
Chowdhry, Bhagwan and Jegadeesh, N. (1994) , 'Pre-tender Offer Share Acquisition Strategy in Takeovers', 29 Journal of Financial and Quantitative Analysis , 117-129.
Chowdhry, Bhagwan and Nanda, Vikram (1993) , 'The Strategic Role of Debt in Takeover Contests', 48 Journal of Finance , 731-745.
Claassen, E. M. (1993) , 'Cleaning the Balance Sheets of Commerical Banks in Eastern Europe and Their Role in Corporate Governance', 129 Weltwirtschaftliches Archiv - Review of World Economics , 600-609.
Coffee, John C. (1990) , 'Unstable Coalitions-Corporate Governance as a Multi-player Game', 78 Georgetown Law Journal , 1495-1549.
Coffee, John C., Jr. (1984) , 'Regulating the Market for Corporate Control: A Critical Assessment of the Tender Offer's Role in Corporate Governance', 84 Columbia Law Review , 1145-1296.
Coffee, John C., Jr. (1987) , 'Are Hostile Takeovers Different? Discussion', in Browne, Lynn E. and Rosengren, Eric S. (ed.), The Merger Boom: Proceedings of a Conference Held , Boston, Federal Bank of Boston, 230-242.
Coffee, John C., Lownstein, Louis and Rose-Ackerman, Susan (1988) , Knights, Raiders and Targets: The Impact of the Hostile Takeover , Oxford, Oxford University Press.
Cohen, Lloyd R. (1990) , 'Why Tender Offers? the Efficient Market Hypothesis, the Supply of Stock, and Signaling', 19 Journal of Legal Studies , 113-143.
Cohen, Lloyd R. (1991) , 'Holdouts and Free Riders', 20 Journal of Legal Studies , 351-362.
Collins, Daniel, W. and Deangelo, Linda (1990) , 'Accounting Information and Corporate Governance: Market and Analyst Reactions to Earnings of Firms Engaged in Proxy Contests', 13 Journal of Accounting and Economics , 213-247.
Comment, Robert and Schwert, G. William (1995) , 'Poison or Placebo? Evidence on the Deterrence and Wealth Effects of Modern Antitakeover Measures', 39 Journal of Financial Economics , 3-43.
Conyon, Martin and Leech, Dennis (1994) , 'Top Pay, Company Performance and Corporate Governance', 56 Oxford Bulletin of Economics and Statistics , 229-247.
Corry, Jospeh, C. (1990) , 'Accounting Aspects of Takeovers', 72 Management Accounting , 47-51.
Cosh, A. D., Hughes, A. and Singh, A. (1989) , 'Institutional Investment, Mergers and the Market for Corporate Control', 7 International Journal of Industrial Organization , 73-100.
Craig, Lee A. and Knoeber, Charles R. (1992) , 'Manager Shareholding, the Market for Managers, and the End Period Problem: Evidence from the U.S. Whaling Industry', 8 Journal of Law, Economics, and Organization , 607-627.
Cramton, Peter and Schwartz, Alan (1991) , 'Using Auction Theory to Inform Takeover Regulation', 7 Journal of Law, Economics, and Organization , 27-53.
Curtis, C., T. (1990) , 'The Takings Clause and Regulatory Takeovers of Banks and Thrifts', 27 Harvard Journal On Legislature , 367-390.
Curzan, Myron, P. and Pelesh, Mark L. (1980) , 'Revitalizing Corporate Democracy: Control of Investment Managers' Voting on Social Responsibility Proxy Issues', 93 Harvard Law Review , 670-700.
Daily, Catherine, M. and Dalton, Dan R. (1994) , 'Corporate Governance and the Bankrupt Firm: An Empirical Assessment', 15 Strategic Management Journal , 643-654.
Dann, Larry, Y. and Deangelo, Harry (1983) , 'Standstill Agreements, Privately Negotiated Stock Repurchases, and the Market for Corporate Control', 11 Journal of Financial Economics , 275-300.
Dann, Larry, Y. and Deangelo, Harry (1988) , 'Corporate Financial Policy and Corporate Control: A Study of Defensive Adjustments in Asset and Ownership Structure', 20 Journal of Financial Economics , 87-127.
Davis, Gerald, F. (1991) , 'Agents Without Principles? The Spread of the Poison Pill Through the Intercorporate Network', 36 Administrative Science Quarterly , 583-613.
Davis, Gerald, F. and Stout, Suzanne K. (1992) , 'Organization Theory and the Market for Corporate Control: A Dynamic Analysis of the Characteristics of Large Takeover Targets, 1980-1990', 37 Administrative Science Quarterly , 605-633.
Davis, Gerald, F. and Thompson, Tracey A. (1994) , 'A Social Movement Perspective on Corporate Control', 39 Administrative Science Quarterly , 141-173.
De Angelo, Linda, E. (1988) , 'Managerial Competition, Information Costs, and Corporate Governance: The Use of Accounting Performance Measure in Proxy Contests', 10 Journal of Accounting and Economics , 3-36.
Deangelo, Harry, Deangelo, Linda and Rice, Edward M. (1984) , 'Going Private: Minority Freezeouts and Stockholder Wealth', 27 Journal of Law and Economics , 367-401.
Demsetz, H. (1986) , 'Corporate Control, Insider Trading, and Rates of Return', 76 American Economic Review , 313-316.
Demsetz, H. and Lehn, Kenneth (1985) , 'The Structure of Ownership: Causes and Consequences', 93 Journal of Political Economy , 1155-1177.
Denis, David, J. (1992) , 'Corporate Investment Decisions and Corporate Control: Evidence from Going-Private Transactions', 21 Financial Management , 80-94.
Denis, Debra K. and McConnell, John J. (1986) , 'Corporate Mergers and Security Returns', 16 Journal of Financial Economics , 143-187.
Dennis, R. and Honabach, DR. (1992) , 'Corporate Governance Theory in the 1990s-Introduction', 44 Rutgers Law Review , 533-554.
Dewatripont, M. (1993) , 'The Leading Shareholder Strategy, Takeover Contest and Stock Price Dynamics', 37 European Economic Review , 983-1004.
Dewenter, K. L. (1995) , 'Does the Market React Differently to Domestic and Foreign Takover Announcements-Evidence from the United States Chemical and Retail Industries', 37 Journal of Financial Economics , 421-441.
Diacon, SR. and O'Sullivan, N. (1995) , 'Does Corporate Governance Influence Performance-Some Evidence From U.K. Insurance Companies?', 15 International Review of Law and Economics , 405-424.
Dodd, Peter (1986) , 'The Market for Corporate Control: A Review of the Evidence', in Stern, Joel M. and Chew, Donald H. (eds.), The Revolution in Corporate Finance , Oxford, Blackwell.
Dodd, Peter and Warner, Jerold (1983) , 'On Corporate Governance: A Study of Proxy Contests', 11 Journal of Financial Economics , 401-438.
Dyl, Edward, A. (1989) , 'Agency, Corporate Control and Accounting Methods-the LIFO-FIFO Choice', 10 Managerial & Decision Economics , 141-145.
Easterbrook, Frank H. and Fischel, Daniel R. (1981) , 'The Proper Role of a Target's Management in Responding to a Tender Offer', 91 Harvard Law Review , 1161-1201.
Easterbrook, Frank H. and Fishel, Daniel R. (1982) , 'Corporate Control Transactions', 91 Yale Law Journal , 698-737.
Eckbo, B. Espen (1983) , 'Horizontal Mergers, Collusion, and Stockholder Wealth', 11 Journal of Financial Economics , 241-273.
Eckbo, B. Espen, Giammarino, R. M. and Heinkel, R. (1990) , 'Asymmetric Information and the Medium of Exchange in Takeovers - Theory and Tests', 3 Review of Financial Studies , 651-675.
Elhauge, Einer Richard (1992) , 'The Triggering Function of Sale of Control Doctrine', 59 University of Chicago Law Review , 1465 ff.
Elhauge, Einer Richard (1993) , 'Toward a European Sale of Control Doctrine', 41 American Journal of Comparative Law , 627 ff.
Epstein, Richard A. (1985) , 'The Pirates of Pennzoil: A Comic Opera Made Possible by a Grant from the Texaco Corporation', 9(6) Regulation , 18-2442.
Estes, Robert, M. (1977) , 'The Emerging Solution To Corporate Governance', 55 Harvard Business Review , 20-164.
Estes, Robert, M. (1980) , 'Corporate Governance in the Courts', 58 Harvard Business Review , 50-64.
Fairburn, James (1992) , 'Japanese Takeovers: The Global Contest for Corporate Control', 66 Business History Review , 248-249.
Fama, Eugene F. (1980) , 'Agency Problems and the Theory of the Firm', 88 Journal of Political Economy , 288-307. Reprinted in Michael C. Jensen and Clifford W. Smith, Jr. (eds.), The Modern Theory of Corporate Finance, McCraw-Hill, 1984.
Ferguson, Michael F. (1994) , 'Ownership Structure, Potential Competition, and the Free Rider Problem in Tender Offers', 10 Journal of Law, Economics, and Organization , 35-62.
Filer, John E., Kenny, Lawrence W. and Morton, Rebecca B. (1991) , 'Voting Laws, Educational Policies, and Minority Turnout', 34 Journal of Law and Economics , 371-393.
Firth, Michael (1979) , 'The Profitability of Takeovers and Mergers', 89 Economic Journal , 316-328.
Fischel, Daniel R. (1978) , 'Efficient Capital Market Theory, the Market for Corporate Control and the Regulation of Cash Tender Offers', 57 Texas Law Review , 1-46.
Fishman, Michael J. (1988) , 'A Theory of Preemptive Takeover Bidding', 19 Rand Journal of Economics , 88-101.
Fitzsimons, Peter G. (1997) , 'Takeovers and Efficiency in the Context of Concentrated Shareholdings: The Case of New Zealand', 15 Companies and Securities Law Journal , 4-15.
Fizel, John, L. and Louie, Kenneth K.T. (1990) , 'CEO Retention, Firm Performance and Corporate Governance', 11 Managerial & Decision Economics , 167-176.
Fleischer, Arthur, Jr. and Mundheim, Robert H. (1965) , 'Corporate Acquisitions by Tender Offer', 115 University of Pennsylvania Law Review , 317-370.
Fogg, Joseph, , G. III (1985) , 'Takeovers: Last Chance for Self-Restraint', 63 Harvard Business Review , 3040 ff.
Franks, Julian and Harris, Robert S. (1989) , 'Shareholder Wealth Effects of Corporate Takeovers: The U.K. Experience 1955-1985', 23 Journal of Financial Economics , 225-249.
Franks, Julian and Mayer, Colin (1990) , 'Takeovers: Capital Markets and Corporate Control: A Study of France, Germany and the UK', 0(10) Economic Policy: A European Forum , 189-231.
Franks, Julian and Mayer, Colin (1996) , 'Hostile Takeovers and the Correction of Managerial Failure', 43 Journal of Industrial Economics , 229-259.
Frech, H. E. III (1978) , 'Is Corporate Ownership Divorced from Control?', in Johnson, M.B. (ed.), The Attack on Corporate America: The Corporate Issues Sourcebook , McGraw-Hill.
Freyer, Tony Allan (1992) , Regulating Big Business: Antitrust in Great Britain and America, 1880-1990 , Cambridge, Cambridge University Press.
Garcia De Enterria, Javier, 'El control del poder societario en la gran empresa y la función disciplinar de las OPAS (Corporate Control of Large Companies and the Disciplinary Role of Takeovers)', 47 Revista de Derecho bancario y bursatil , 665-689.
Garcia De Enterria, Javier (1996) , La Opa Obligatoria (Mandatory Takeovers) , Madrid, Editorial Cívitas, 324 p.
Geddes, R. Richard (1997) , 'Ownership, Regulation, and Managerial Monitoring in the Electric Utility Industry', Journal of Law and Economics .
Gibbs, PA (1993) , 'Determinants of Corporate Restructuring-The Relative Importance of Corporate Governance, Takeover Threat, and Free Cash Flow', 14 Strategic Management Journal , 51-68.
Gilson, Ronald J. (1981) , 'A Structural Approach to Corporations: The Case against Defensive Tactics in Tender Offers', 33 Stanford Law Review , 933-944.
Gilson, Ronald J. (1986) , The Law and Finance of Corporate Acquisitions , Mineola (N.Y.), Foundation Press.
Gilson, Ronald J. (1992) , 'The Political Ecology of Takeovers - Thoughts on Harmonizing the European Corporate Governance Environment', 61 Fordham Law Review , 161-192.
Gilson, Ronald J. and Kraakman, Reinier H. (1989) , 'Delaware's Intermediate Standard for Defensive Tactics: Is There Substance to the Proportionality Rule?', 44 The Business Lawyer , 247-274.
Gilson, Ronald J. and Kraakman, Reinier H. (1990) , 'What Triggers Revlon?', 25 Wake Forest Law Review , 37-59.
Gilson, Ronald J. and Kraakman, Reinier H. (1991) , 'Reinventing the Outside Director: An Agenda for Institutional Investors', 43 Stanford Law Review , 863-906.
Gilson, Ronald J. and Kraakman, Reinier H. (1993) , 'Investment Companies as Guardian Shareholders-The Place of the MSIC in the Corporate Governance Debate', 45 Stanford Law Review , 985-1010.
Gilson, Ronald J. and Roe, Mark J. (1993) , 'Understanding the Japanese Keirstsu-Overlaps Between Corporate Governance and Industrial Organization', 102 Yale Law Journal , 871-906.
Gilson, Stuart C. (1990) , 'Bankruptcy, Boards, Banks, and Blockholders: Evidence on Changes in Corporate Ownership and Control When Firms Default', 27 Journal of Financial Economics , 355-387.
Ginsburg, Douglas H. and Robinson, John F. (1986) , 'The Case Against Federal Intervention in the Market for Corporate Control', 4 Brookings Review , 534-551.
Gitelman, Steven (1987) , 'Beyond CTS: A Limited Defense of State Tender Offer Disclosure Requirements', 54 University of Chicago Law Review , 1161-1204.
Giuffra, Robert, Jr., J. (1986) , 'Investment Bankers' Fairness Opinions in Corporate Control Transactions', 96 Yale Law Journal , 119-141.
Gokhale, Jagadeesh, Groshen, El and Neumark, D. (1995) , 'Do Hostile Takeovers Reduce Extramarginal Wage Payments', 77 Review of Economics and Statistics , 470-485.
Gordon, Jeffrey N. (1991) , 'Corporations, Markets, and Courts', 91 Columbia Law Review , 1931-1988.
Gordon, Jeffrey N. and Kornhauser, Lewis A. (1986) , 'Takeover Defense Tactics: A Comment on Two Models', 96 Yale Law Journal , 295-321.
Gordon, Lilli, A. and Pound, John (1990) , 'ESOPs and Corporate Control', 27 Journal of Financial Economics , 525-555.
Gordon, Lilli, A. and Pound, John (1993) , 'Information, Ownership Structure, and Shareholder Voting: Evidence from Shareholder-sponsored Corporate Governance Proposals', 48 Journal of Finance , 697-718.
Gort, Michael (1969) , 'An Economic Disturbance Theory of Mergers', 83 Quarterly Journal of Economics , 624-642.
Gorton, Gary and Rosen, Richard (1995) , 'Corporate Control, Portfolio Choice, and the Decline of Banking', 50 Journal of Finance , 1377-1420.
Grabowski, Richard, Mathur, Ike and Rangan, Nanda (1995) , 'The Role of Takeovers in Increasing Efficiency', 16 Managerial & Decision Economics , 211-223.
Greenaway, David (1995) , 'Policy Forum-Corporate Governance', 105 Economic Journal , 676-677.
Griffin, James M. and Wiggings, Steven N. (1992) , 'Takeovers: Managerial Incompetence or Managerial Shirking?', 30 Economic Inquiry , 355-370.
Grossman, Sanford J. and Hart, Oliver D. (1980) , 'Takeover Bids, the Free-Rider Problem, and the Theory of the Corporation', 11 Bell Journal of Economics , 42-64.
Grossman, Sanford J. and Hart, Oliver D. (1988) , 'One Share-One Vote and the Market for Corporate Control', 20 Journal of Financial Economics , 175-202.
Guerin-Calvert, Margaret E., McGuckin, Robert H. and Warren-Boulton, Frederick R. (1987) , 'State and Federal Regulation in the Market for Corporate Control', 32 Antitrust Bulletin , 661-691.
Hackl, Jo Watson and Testani, Rosa Anna (1988) , 'Second Generation State Takeover Statutes and Shareholder Wealth: An Empirical Study', 97 Yale Law Journal , 1193-1231.
Haddock, David D., Macey, Jonathan R. and McChesney, Fred (1987) , 'Property Rights in Assets and Resistance to Tender Offers', 73 Virginia Law Review , 701-746.
Hahn, Dieter (1990) , 'Takeover Rules in the European Community: An Economic Analysis of Proposed Takeover Guidelines and Already Issued Disclosure Rules', 10 International Review of Law and Economics , 131-148.
Hancock, G., D. (1992) , 'Battles for control: An overview of proxy contests', 18 Managerial Finance , 59-76.
Harrington, Joseph E., Jr. and Prokop, J. (1993) , 'The Dynamics of the Free-Rider Problem in Takeovers', 6 Review of Financial Studies , 851-882.
Harris, Ellie, G. (1990) , 'Antitakeover Measures, Golden Parachutes, and Target Firm Shareholder Welfare', 21 Rand Journal of Economics , 614-625.
Harris, Ellie, G. (1994) , 'Why One Firm is the Target and Other the Bidder in Single-Bidder Synergistic Takeovers', 67 Journal of Business , 263-280.
Harris, Milton and Raviv, Artur (1988), 'Corporate Governance: Voting Rights and Majority Rules', 20 Journal of Financial Economics , 203-235.
Harris, Milton and Raviv, Artur (1988), 'Corporate Control Contests and Capital Structure', 20 Journal of Financial Economics , 55-86.
Hart, Oliver D. (1995) , 'Corporate Governance: Some Theory and Implications', 105 Economic Journal: The Journal of the Royal Economic Society , 678-689.
Healy, Paul, M., Palepu, Krishna, G. and Ruback, Richard S. (1992) , 'Does Corporate Performance Improve After Mergers?', 31 Journal of Financial Economics , 135-175.
Hermann, Werner and Santoni, G. J. (1989) , 'The Cost of Restricting Corporate Takeovers: A Lesson from Switzerland', 71 Federal Reserve Bank of St. Louis Review , 3-11.
Hersch, Philip L. and McDougall, Gerald S. (1992) , 'Separation of Ownership from Control and the Demand for Corporate Aircraft', 44 Journal of Economics and Business , 223-236.
Herzel, Leo (1990) , 'Corporate Governance Through Statistical Eyes', 27 Journal of Financial Economics , 581-593.
Hill, Alfred (1957) , 'The Sale of Controlling Shares', 70 Harvard Law Review , 986-1039.
Hirschey, Mark (1986) , 'Mergers, Buyouts and Takeouts', 76 American Economic Review. Papers and Proceedings , 317-322.
Hirschleifer, David and Titman, Sheridan (1990) , 'Share Tendering Strategies and the Success of Hostile Takeover Bids', 98 Journal of Political Economy , 295-324.
Hitt, Michael, A., Hoskisson, Robert E., Johnson, Richard A. and Moesel, Douglas D. (1996) , 'The Market for Corporate Control and Firm Innovation', 39 Academy of Management Journal , 1084-1119.
Högholm, Kenneth (1994) , Essays in the Market for Corporate Control , Helsinki, Swedish School of Economics and Business Administration.
Holl, Peter (1973) , 'Control Type and the Market for Corporate Control in Large U.S. Corporations', 25 Journal of Industrial Economics , 259-273.
Holl, Peter and Pickering, J.F. (1991) , 'Takeovers and Other Influences on Economic Performance - A Plant Level Analysis', 23 Applied Economics , 1779-1788.
Hopt, Klaus J. (1984) , 'New Ways in Corporate Governance: European Experiments with Labor Representation on Corporate Boards', 82 Michigan Law Review , 1338-1363.
Hopt, Klaus J. (1994) , 'Labor Representation on Coporate Boards: Impacts and Problems for Corporate Governance and Economic Integration in Europe', 14 International Review of Law and Economics , 203-214.
Hoskisson, Robert E. and Turk, Thomas A. (1990) , 'Corporate Restructing: Governance and Control Limits of the Internal Capital Market', 15 Academy of Management Review , 459-477.
Hoskisson, Robert E., Johnson, Richard A. and Moesel, Douglas D. (1994) , 'Corporate Divestiture Intensity in Restructuring Firms: Effects of Governance, Strategy, and Performance', 37 Academy of Management Journal , 1207-1251.
Hovenkamp Herbert J. (1991) , Enterprise and American Law, 1836-1937 , Cambridge (MA), Harvard University Press.
Husson, B. (1987) , Le prise de contrôle d'entreprises (Takeovers) , Paris, Presses Universitaires de France (PUF).
Ikenberry, David and Lakonishok, Josef (1993) , 'Corporate Governance through the Proxy Contest: Evidence and Implications', 66 Journal of Business , 405-435.
Israel, Ronen (1991) , 'Capital Structure and the Market for Corporate Control: The Defensive Role of Debt Financing', 46 Journal of Finance , 1391-1409.
Jahera, John S., Jr. and Pugh, William N. (1991) , 'State Takeover Legislation: The Case of Delaware', 7 Journal of Law, Economics, and Organization , 410-428.
James, Christopher M. (1984) , 'An Analysis of the Effect of State Acquisition Laws on Managerial Efficiency: The Case of the Bank Holding Company Acquisitions', 27 Journal of Law and Economics , 211-226.
Jarrell, Gregg A. (1985) , 'The Wealth Effects of Litigation by Targets: Do Interests Diverge in a Merge ?', 28 Journal of Law and Economics , 151-179.
Jarrell, Gregg A. (1992) , 'The 1980s Takeover Boom and Government Regulation', 15 Regulation , 44-53.
Jarrell, Gregg A. and Bradley, Michael D. (1980) , 'The Economic Effects of Federal and State Regulations of Cash Tender Offers', 23 Journal of Law and Economics , 371-407.
Jarrell, Gregg A. and Poulsen, Annette B. (1987) , 'Shark Repellents and Stock Prices: The Effects of Antitakeover Amendements since 1980', 19 Journal of Financial Economics , 127-168.
Jarrell, Gregg A., Brickley, James A. and Netter, Jeffrey M. (1988) , 'The Market for Corporate Control: The Empirical Evidence since 1980', 2 Journal of Economic Perspectives , 49-68.
Jenkinson, T. and Mayer, Colin (1992) , 'The Assessment-Corporate Governance and Corporate Control', 8 Oxford Review of Economic Policy , 1-10.
Jennings, R. H. (1994) , 'Intraday Changes in Target Firms Share Price and Bid-Ask Quotes Around Takeover Announcemnts', 17 Journal of Financial Research , 255-270.
Jennings, R. H. and Mazzeo, M. A. (1993) , 'Competing Bids, Target Management Resistance, and the Structure of Takeover Bids', 6 Review of Financial Studies , 883-909.
Jennings, Richard W. (1956) , 'Trading in Corporate Control', 44 California Law Review , 1-39.
Jensen, Michael C. (1984) , 'Takeovers: Folklore and Science', 6 Harvard Business Review , 109-121.
Jensen, Michael C. (1986) , 'Agency Costs and Free Cash Flow, Corporate Finance, and Takeovers', 76 American Economic Review. Papers and Proceedings , 323-329.
Jensen, Michael C. (1988) , 'Takeovers: Their Causes and Consequences', 2 Journal of Economic Perspectives , 21-48.
Jensen, Michael C. (1989) , 'The Takeover Controversy: Analysis and Evidence', in Coffee, John, Lowenstein, Louis and Rose-Ackerman, Susan (eds.), Takeovers and Contests for Corporate Control , Oxford, Oxford University Press.
Jensen, Michael C. and Meckling, W. (1976) , 'Theory of the Firm: Managerial Behavior, Agency Costs and Owership Structure', 3 Journal of Financial Economics , 305-360. Reprinted in Michael C. Jensen and Clifford W. Smith, Jr. (eds.), The Modern Theory of Corporate Finance , McCraw-Hill, 1984.
Jensen, Michael C. and Ruback, Richard S. (1983) , 'The Market for Corporate Control: The Scientific Evidence', 11 Journal of Financial Economics , 5-50.
Johnson, Lyman and Mylon, David (1989) , 'Missing the Point About State Takeover Statutes', 87 Michigan Law Review , 846-857.
Kabir, R., Cantrijn, D. and Jeunink, A. (1997) , 'Takeover Defenses, Ownership Structure and Stock Returns in the Netherlands: An Empirical Analysis', 18 Strategic Management Journal , 97-109.
Kackl, Jo Watson and Testani, Rosa Anna (1988) , 'Note: Second Generation State Takeover Statutes and Shareholder Wealth: An Empirical Study', 97 Yale Law Journal , 1193 ff.
Kahan, Marcel (1992) , 'Securities Laws and the Social Costs of 'Inaccurate' Stock Prices', Duke Law Journal , 977-1044.
Kahan, Marcel (1993) , 'Sales of Corporate Control', 9 Journal of Law, Economics, and Organization , 368-379.
Kahan, Marcel (1994) , 'Paramount or Paradox: The Delaware Supreme Court's Takeover Jurisprudence', 19 Journal of Corporation Law , 583 ff.
Kahan, Marcel and Bebchuk, Lucian Arye (1989) , 'Fairness Opinions: How Fair Are They and What Can Be Done About It?', Duke Law Journal , 27 ff. Reprinted in 32 Corporate Practice Commentator, 1990, p. 1.
Kahan, Marcel and Bebchuk, Lucian Arye (1990) , 'A Framework for Analyzing Legal Policy Towards Proxy Contests', 78 California Law Review , 1071 ff.
Kahan, Marcel and Klausner, Michael (1993) , 'Anti-Takeover Provisions in Bonds: Bondholder Protection or Management Entrenchment', 40 UCLA Law Review , 931 ff. Reprinted in 35 Corporate Practice Commentator 575, 1994.
Kahan, Marcel and Klausner, Michael (1996) , 'Lockups and the Market for Corporate Control', Stanford Law Review .
Kamien, Morton I. and Zang, Israel (1993) , 'Monopolization by Sequential Acquisition', 9 Journal of Law, Economics, and Organization , 205-229.
Kamin, Jacob Y. and Ronen, Joshua (1978) , 'The Effects of Corporate Control on Apparent Profit Performance', 45 Southern Economic Journal , 181-191.
Kang, Jun-Koo (1993) , 'The International Market for corporate control: Mergers and acquisitions of U.S. firms by Japanese firms', 34 Journal of Financial Economics , 345-371.
Kang, Jun-Koo and Shivdasani, A (1995) , 'Firm Performance, Corporate Governance, and Top Executive Turnover in Japan', 38 Journal of Financial Economics , 29-58.
Karpoff, Jonathan M. and Malatesta, Paul H. (1989) , 'The Wealth Effects of 2nd-Generation State Takeover Legislation', 25 Journal of Financial Economics , 291-322.
Katz, Wilbur G. (1957) , 'The Sale of Corporate Control', 38 Chicago Bar Record , 376-380.
Kester, W. Carl (1991), Japanese Takeovers: The Global Contest for Corporate Control , Boston, Harvard Business School.
Kester, W. Carl (1991), 'Global Players, Western Tactics, Japanese Outcomes: The New Japanese Market for Corporate Control', 33 California Management Review , 58-70.
King, Mervyn and Röell, Ailsa (1988) , 'The Regulation of Take overs and the Stock Market', National Westminster Bank Quarterly Review , 2-14.
Klausner, Michael and Kahan, Marcel (1993) , 'Antitakeover Provisions in Bonds: Bondholder Protection or Management Entrenchment?', 40 UCLA Law Review , 931 ff.
Klausner, Michael and Kahan, Marcel (1996) , 'Lockups and the Market for Corporate Control', Stanford Law Review .
Knoeber, Charles R. (1986) , 'Golden Parachutes, Shark Repellents, and Hostile Tender Offers', 76 American Economic Review , 155-167.
Kornhauser, Lewis A. and Gordon, J. (1986) , 'Takeover Defense Tactics: A Comment on Two Models', 96 Yale Law Journal , 295 ff.
Kraakman, Reinier H. (1988) , 'Taking Discounts Seriously: The Implications of "Discounted" Share Prices as an Acquisition Motive', 88 Columbia Law Review , 891-941.
Kraakman, Reinier H. (1990) , 'Discounted Share Prices as a Source of Acquisition Gains', in Bebchuk, L. (ed.), Corporate Law and Economic Analysis , Cambridge, Cambridge University Press, 29-73.
Kyle, Albert S. and Vila, Jean-Luc (1991) , 'Noise Trading and Takeovers', 22 Rand Journal of Economics , 54-71.
Laffont, Jean- Jacques and Tirole, Jean (1988) , 'Repeated Auctions of Incentive Contracts, Investment, and Bidding Parity with an Application to Takeovers', 19 Rand Journal of Economics , 516-537.
Lang, Larry H. P., Stulz, Rene M. and Walkling, Ralph A. (1991) , 'A Test of the Free Cash Flow Hypothesis: The Case of Bidder Returns', 29 Journal of Financial Economics , 315-335.
Lawriwsky, Michael, L. (1984) , 'Some Tests of the Influence of Control Type on the Market for Corporate Control in Australia', 32 Journal of Industrial Economics , 277-291.
Lease, Ronald C., Mc Connell, J.J. and Mikkelson, Wayne, H. (1983) , 'The Market Value of Control in Publicly-Traded Corporations', 11 Journal of Financial Economics , 439-471.
Leech, Dennis (1987) , 'Corporate Ownership and Control: A New Look at the Evidence of Berle and Means', 39 Oxford Economic Papers , 534-551.
Leech, Noyes (1956) , 'Transactions in Corporate Control', 104 University of Pennsylvania Law Review , 725-839.
Lehn, Kenneth, Netter, Jeffrey and Poulsen, Annette B. (1990) , 'Consolidating Corporate Control: Dual-Class Recapitalizations Versus Leveraged Buyouts', 27 Journal of Financial Economics , 557-580.
Lemieux, Pierre (1991) , Apologie des sorcières modernes ([An Apology of Modern Witches) , Paris, Belles Lettres.
Levmore, Saul (1982) , 'Monitors and Freeriders in Commercial and Corporate Settings', 92 Yale Law Journal , 49-83.
Levmore, Saul (1987) , 'A Primer on the Sale of Corporate Control (Book Review Essay)', 65 Texas Law Review , 1061-1070.
Levy, David T. and Reitzes, James D. (1992) , 'Anticompetitive Effects of Mergers in Markets with Localized Competition', 8 Journal of Law, Economics, and Organization , 427-440.
Lichtenberg, Frank, R. (1992) , Corporate Takeovers and Productivity , Cambridge (MA), MIT Press.
Linn, Scott, C. and Mc Connell, J.J. (1983) , 'An Empirical Investigation of the Impact of 'Antitakeover' Amendments on Common Stock Prices', 11 Journal of Financial Economics , 362-400.
Lipton, Martin and Rosenblum, Steven A. (1991) , 'A New System of Corporate Governance: The Quinquennial Election of Directors', 58 University of Chicago Law Review , 187-253.
Loderer, Claudio and Martin, Kenneth J. (1990) , 'Corporate Acquisitions by Listed Firms: The Experience of a Comprehensive Sample', 19 Financial Management , 17-33.
Loderer, Claudio and Martin, Kenneth J. (1992) , 'Postacquisition Performance of Acquiring Firms', 21 Financial Management , 69-79.
Lutter, Marcus and Wahlers, Henning W. (1989) , 'Der Buyout: Amerikanische Fälle und die Regeln des deutschen Rechts (The Buyout: American Cases and the German Rules)', 34 Die Aktiengesellschaft , 1-17.
Luttmann, Ruth (1992) , 'Changes of Corporate Control and Mandatory Bids', 12 International Review of Law and Economics , 497-516.
Mac Minn, Richard, D. and Cook, Douglas O. (1991) , 'An Anatomy of the Poison Pill', 12 Managerial & Decision Economics , 481-487.
Macey, Jonathan R. (1986) , 'Takeover Defense Tactics and Legal Scholarship: Market Forces versus the Policymaker's Dilemma', 96 Yale Law Journal , 342-352.
Macey, Jonathan R. (1988) , 'State Anti-Takeover Legislation and the National Economy', Wisconsin Law Review , 467 ff.
Macey, Jonathan R. and McChesney, Fred S. (1985) , 'A Theoretical Analysis of Corporate Greenmail', 95 Yale Law Journal , 13-61.
Machlin, Judith, C., Choe, Hyuk and Miles, James A. (1993) , 'The Effects of Golden Parachutes on Takeover Activity', 36 Journal of Law and Economics , 861-876.
Madden, Gerald, P. (1981) , 'Potential Corporate Takeovers and Market Efficiency: A Note', 36 Journal of Finance , 1191-1197.
Malatesta, Paul H. (1983) , 'The Wealth Effect of Merger Activity and the Objective Functions of the Merging Firms', 11 Journal of Financial Economics , 155-181.
Malatesta, Paul H. and Walkling, Ralph A. (1988) , 'Poison Pill Securities: Stockholder Wealth, Profitability, and Ownership Structure', 20 Journal of Financial Economics , 347-376.
Maloney, Michael T. and McCormick, Robert E. (1988) , 'Excess Capacity, Cyclical Production, and Merger Motives: Some Evidence from the Capital Markets', 31 Journal of Law and Economics , 321-350.
Manne, Henry G. (1962) , 'The Higher Criticism of the Modern Corporation', 62 Columbia Law Review , 399-432.
Manne, Henry G. (1965) , 'Mergers and the Market for Corporate Control', 73 Journal of Political Economy , 110-120.
Manne, Henry G. (1967) , 'Cash Tender Offers for Shares: A Reply to Chairman Cohen', Duke Law Journal , 231-253.
Manne, Henry G. (1984) , 'In Defense of the Corporate Coup', 11 Northern Kentucky Law Review , 513-518.
Margotta, Donald G., McWilliams, Thomas P. and McWilliams, Victoria B. (1990) , 'An Analysis of the Stock Price Effect of the 1986 Ohio Takeover Legislation', 6 Journal of Law, Economics, and Organization , 235-251.
Marr, M. Wayne, Mohta, Sanjeev and Spivey, Michael F. (1993) , 'An Analysis of Foreign Takeovers in the United States', 14 Managerial & Decision Economics , 285-294.
Martin, Kenneth J. and Mc Connell, J.J. (1991) , 'Corporate Performance, Corporate Takeovers, and Management Turnover', 46 Journal of Finance , 671-687.
Mathur, Ike and De, Soumendra (1989) , 'A Review of the Theories of and evidence on Returns Related to Mergers and Takeovers', 15 Managerial Finance , 1-11.
Mathur, Ike, Rangan, Nanda, Chhachhi, Indudeep and Sundaram, Sridhar (1994) , 'International Acquisitions in the United States: Evidence From Returns to Foreign Bidders', 15 Managerial & Decision Economics , 107-118.
Matsusaka, J. G. (1993) , 'Takeover Motives during the Conglomerate Merger Wave', 24 Rand Journal of Economics , 357-379.
Maule, C.J. (1969) , 'Antitrust and the Takeover Activity of American Firms in Canada: A Rejoinder', 12 Journal of Law and Economics , 419-424.
Maule, C.J. (1970) , 'Antitrust and the Takeover Activity of American Firms in Canada: A Final Comment', 13 Journal of Law and Economics , 261 ff.
Mc Cardle, Kevin, F. and Viswanathan, S. (1994) , 'The Direct Entry Versus Takeover Decision and Stock Price Performance', 67 Journal of Business , 1-43.
Mc Williams, V. B. (1990) , 'Managerial Share Ownership and the Stock Price Effects of Antitakeover Amendment Proposals', 45 Journal of Finance , 1627-1640.
McChesney, Fred S. (1986) , 'Assumptions, Empirical Evidence and Social Science Theory', 96 Yale Law Journal , 339-341.
McEachern, William A. (1978) , 'Corporate Control and Growth: an Alternative Approach', 26 Journal of Industrial Economics , 257-266.
McGee, Robert W. (1977) , 'Planning a Tax-Free Corporate Reorganization: Selecting the One Best Suite to a Client's Needs', Taxation for Lawyers , 36-41.
McGee, Robert W. (1988) , 'Mergers and Acquisitions: An Economic and Legal Analysis', 22(3) Creighton Law Review , 665-693.
McGee, Robert W. (1989) , 'Ethical Issues in Acquisitions and Mergers', 25(5) Mid-Atlantic Journal of Business , 19-39.
McGee, Robert W. (1990) , 'The Economic Effects of Antitakeover Gimmicks' An American View', 10(3) Economic Affairs , 14-20.
McGee, Robert W. (1992) , 'Ethical Issues in Acquisitions and Mergers', in McGee, Robert W. (ed.), Business Ethics and Common Sense , Quorum Books, 167-185.
McGee, Robert W. and Block, Walter E. (1990) , 'Information, Privilege, Opportunity and Insider Trading', 10(1) Northern Illinois University Law Review , 1-35.
McGee, Robert W. and Block, Walter E. (1992) , 'Insider Trading', in McGee, Robert W. (ed.), Business Ethics and Common Sense , Quorum Books, 219-229.
McKee, David L. (ed.) (1989), Hostile Takeovers: Issues in Public and Corporate Policy , New York, Greenwood Press, 179 p.
Megginson, W.L. (1990) , ''Restricted Voting Stock Acquisition Premiums, and the Market Value of Corporate Control', 25 Financial Review , 175-198.
Mehran, Hamid (1992) , 'Executive Incentive Plans, Corporate Control, and Capital Structure', 287 Journal of Financial and Quantitative Analysis , 539-560.
Meier-Schatz, Christian (1987) , 'Unternehmenszusammenschlüsse mittels Übernahmeangebot [Mergers by Takeover Bid]', 39 Wirtschaft und Recht , 16-39.
Mikkelson, Wayne, H. and Partch, M. Megan (1989) , 'Managers' Voting Rights and Corporate Control', 25 Journal of Financial Economics , 263-290.
Miller, Geoffrey P. and Macey, Jonathan R. (1988), 'Trans-Union Reconsidered,', 98 Yale Law Journal , 127 ff.
Miller, Geoffrey P. and Macey, Jonathan R. (1988), 'Bank Failures, Risk Monitoring, and the Market for Corporate Control', 88 Columbia Law Review , 1153 ff.
Millstein, Ira M. and Bicks, Robert (1977) , 'Antitrust Aspects of Takeovers and Mergers-the Hart Scott Rodino Antitrust Improvement Act of 1976', 32 Business Lawyer , 1517-1532.
Mitchell, Mark L. and Lehn, Kenneth (1990) , 'Do Bad Bidders Become Good Targets?', 98 Journal of Political Economy , 372-398.
Mitchell, Mark L. and Mulherin, J. Harold (1989) , 'The Stock Price Response to Pension Terminations and the Relation of Terminations with Corporate Takeovers', 18 Financial Management , 41-56.
Mitchell, Mark L. and Mulherin, J. Harold (1996) , 'The Impact of Industry Shocks on Takeover and Restructing Activity', 41 Journal of Financial Economics , 193-229.
Mitchell, Mark L. and Netter, Jeffrey (1989) , 'Triggering the 1987 Stock Market Crash: Antitakeover Provisions in the Proposed House Ways and Means Tax Bill?', 24 Journal of Financial Economics , 37-68.
Mnookin, Robert H. and Wilson, Robert B. (1989) , 'Rational Bargaining and Market Efficiency: Understanding Pennzoil v. Texaco', 75 Virginia Law Review , 295-334.
Morck, Randall, Shleifer, Andrei and Vishny, Robert W. (1988), 'Management Ownership and Market Valuation: An Empirical Analysis', 20 Journal of Financial Economics , 293-315.
Morck, Randall, Shleifer, Andrei and Vishny, Robert W. (1988), 'Characteristics of Targets of Hostile and Friendly Takeovers', in Auerbach, Alan J. (ed.), Corporate Takeovers: Causes and Consequences , Chicago (IL), University of Chicago Press, 101-129.
Morck, Randall, Shleifer, Andrei and Vishny, Robert W. (1989) , 'Alternative Mechanisms for Corporate Control', 79 American Economic Review , 842-852.
Morck, Randall, Shleifer, Andrei and Vishny, Robert W. (1990) , 'Do Managerial Objectives Drive Bad Acquisitions?', 45 Journal of Finance , 31-48.
Mueller, Dennis C. (1995) , 'Corporate Takeovers and Productivity', 50 Journal of Finance , 383-387.
Mukherjee, Tarun, K. and Verla, Oscar (1992) , 'Corporate Behavior After the Proxy Contest for Control: The Short- Intermediate and Long Term', 18 Managerial Finance , 77-97.
Murray, Louis, C. (1991) , 'A Study on the Wealth Effects of Irish Takeovers and Mergers', 12 Managerial & Decision Economics , 67-72.
Nagarajan, S. (1995) , 'On the Generic Efficiency of Takeovers Under Incomplete Information', 65 Journal of Economic Theory , 522-556.
Nathan, Kevin, S. and O'Keefe, Terrence B. (1989) , 'The Rise in Takeover Premiums: An Exploratory Study', 23 Journal of Financial Economics , 101-109.
New York Stock Exchange (1963) , Company Manual , Published for the NYSE by Commerce Clearing House.
Niden, D., M. (1993) , 'An Empirical Examination of White Knight Corporate Takeovers - Synergy and Overbidding', 22 Financial Management , 28-45.
Nyberg, S. (1995) , 'Reciprocal Shareholding and Takeover Deterrence International', 13 Journal of Industrial Organization , 355-372.
Palepu, Krishna, G. (1986) , 'Predicting Takeover Targets: A Methodological and Empirical Analysis', 8 Journal of Accounting and Economics , 3-35.
Palepu, Krishna, G. (1990) , 'Consequences of Leveraged Buyouts', 27 Journal of Financial Economics , 247-262.
Pelikan, Pavel (1989) , 'Evolution, Economic Competence, and the Market for Corporate Control', 12 Journal of Economic Behavior and Organization , 279-303.
Perkins, Rosewell, B. (1995) , 'Corporate Governance in the New Russia', 14 International Financial Law Review , 12-15.
Persons, J.C. (1994) , 'Signaling and Takeover Deterrence with Stock Repurchases - Dutch Auctions Versus Fixed Price Tender Offers', 49 Journal of Finance , 1373-1402.
Pickens, T. Boone, Jr. (1988) , 'Takeovers: A Purge of Poor Managements', 77 Management Review , 52-55.
Png, Ivan Paak-Liang and Hirshleifer D. (1990) , 'Facilitation of Competing Bids and the Price of A Takeover Target', 2 Review of Financial Studies , 587-606.
Pontiff, Jeffrey, Shleifer, Andrei and Weisbach, Michael S. (1990) , 'Reversions of Excess Pension Assets After Takeovers', 21 Rand Journal of Economics , 600-613.
Pound, John (1987) , 'The Effects of Antitakeover Amendments of Takeover Activity: Some Direct Evidence', 30 Journal of Law and Economics , 353-367.
Pound, John (1988), 'The Information Effects of Takeover Bids and Resistance', 22 Journal of Financial Economics , 207-227.
Pound, John (1988), 'Proxy Contests and the Efficiency of Shareholder Oversight', 20 Journal of Financial Economics , 237-265.
Pound, John (1989) , 'Shareholder Activism and Share Values - The Causes and Consequences of Countersolicitations Against Management Antitakeover Proposals', 32 Journal of Law and Economics , 357-379.
Pound, John (1992), 'On the Motives for Choosing a Corporate Governance Structure: A Study of Corporate Reaction to the Pennsylvania Takeover Law', 8 Journal of Law, Economics, and Organization , 656-672.
Pound, John (1993), 'The Rise of the Political Model of Corporate Governance', 68 New York University Law Review , 1003-1071.
Pound, John, Lehn, Kenneth and Jarrell, Gregg A. (1986) , 'Are Takeovers Hostile to Economic Performance?', 10(1) Regulation , 25-56.
Prokesch, Steven, H (1993) , 'Corporate governance', 71 Harvard Business Review , 10 ff.
Pugh, W.N. and Jahera, John S., Jr. (1990) , 'State Antitakeover Legislation and Shareholder Wealth', 13(3) Journal of Financial Research , 221-231.
Ramseyer, J. Mark (1987) , 'Takeovers in Japan: Opportunism, Ideology and Corporate Control', 35 UCLA Law Review , 1-64.
Ravenscraft, David J. and Scherer, Frederic M. (1987) , Mergers, Sell-offs, and Economic Efficiency , Washington, Brookings Institution.
Reuber, Grant L. (1969) , 'Antitrust and the Takeover Activity of American Firms in Canada: A Further Analysis', 12 Journal of Law and Economics , 405-417.
Reuber, Grant L. (1970) , 'Antitrust and the Takeover Activity of American Firms in Canada: A Reply', 13 Journal of Law and Economics , 257-259.
Rhodes, M., J. (1991) , 'The White Knight Privilege in Litigated Takeovers - Leveling The Playing Field in Discovery', 43 Stanford Law Review , 445-473.
Ribstein, Larry E. (1989) , 'Takeover Defenses and the Corporate Contract', 78 Georgetown Law Journal , 71 ff.
Ribstein, Larry E. (1992) , 'Efficiency, Regulation and Competition: A Comment on Easterbrook & Fischel', 87 Northwestern University Law Review , 254 ff.
Ribstein, Larry E. (1993) , 'The Mandatory Rules of the ALI Code', 61 George Washington Law Review , 984 ff.
Ribstein, Larry E. and Adler, Barry E. (1989) , 'Debt, Leveraged Buyouts, and Corporate Governance', Cato Policy Analysis , 120 ff.
Rietkerk, G. (1988) , 'Bestuursonvriendelijke onderneming: een countervailing power. Een economische analyse (Management Unfriendly Take-over: A Countervailing Power. An Economic Analysis)', 66 De Naamloze Vennootschap , 45-54.
Roe, Mark J. (1990) , 'Political and Legal Restraints on Ownership and Control of Public Companies', 27 Journal of Financial Economics , 7-41.
Roe, Mark J. (1993) , 'Takeover Politics', in Blair, Margaret, M. (ed.), The Deal Decade , Brookings Institution.
Roe, Mark J. (1994) , Strong Managers, Weak Owners: The Policital Roots of American Corporate Finance , Princeton, Princeton University Press.
Roll, Richard (1986) , 'The Hubris Hypothesis of Corporate Takeovers', 59 Journal of Business , 197-216.
Roll, Richard (1987) , 'Empirical Evidence on Takeover Activity and Shareholder Wealth', in Copeland, T.E. (ed.), Modern Finance and Industrial Economics: Papers in , New York, Blackwell.
Romano, Roberta (1985) , 'Law as a Product: Some Pieces of the Incorporation Puzzle', 1 Journal of Law, Economics, and Organization , 225-283.
Romano, Roberta (1987) , 'The Political Economy of Takeover Statutes', 73 Virginia Law Review , 111-199.
Romano, Roberta (1993) , ''Public Pension Fund Activism in Corporate Governance Reconsidered', 93 Columbia Law Review , 795-853.
Ronen, Joshua (1988) , 'Sale of Controlling Interest: A Financial Economic Analysis of the Governing Law in the United States and Canada', 13 Canada-United States Law Journal , 263-298.
Rosenbaum, Robert D. and Bainbridge, Stephen M. (1988) , 'The Corporate Takeover Game and Recent Legislative Attempts to Define Insider Trading', 26 American Criminal Law Review , 229 ff.
Ryan, Patrick J. (1989) , 'Corporate Directors and the "Social Costs" of Takeovers - Reflections on the Tin Parachute', 64 Tulane Law Review , 3-70.
Ryngaert, Michael (1988) , 'The Effect of Poison Pill Securities on Shareholder Wealth', 20 Journal of Financial Economics , 377-417.
Ryngaert, Michael (1989) , 'Firm Valuation, Takeover Defenses and the Delaware Supreme Court', 18 Financial Management , 20-28.
Ryngaert, Michael and Netter, Jeffry M. (1988) , 'Shareholder Wealth Effects on the Ohio Antitakeover Law', 4 Journal of Law, Economics, and Organization , 373-383.
Ryngaert, Michael and Netter, Jeffry M. (1990) , 'Shareholder Wealth Effects of the 1986 Ohio Antitakeover Law Revisited: Its Real Effects', 6 Journal of Law, Economics, and Organization , 253-262.
Salancik, Gerald, R. and Meindl, James R. (1984) , 'Corporate Attributions as Strategic Illusions of Management Control', 29 Administrative Science Quarterly , 238-254.
Santerre, Rexford E. and Neun, Stephen P (1993) , ''Corporate Control and Performance in the 1930s', 31 Economic Inquiry , 466-480.
Saul, Ralph, S. (1985) , 'Hostile Takeovers: What Should Be Done?', 63 Harvard Business Review , 18-24.
Scherer, Frederic M. (1986) , 'Takeovers: Present and Future Dangers', 4 Brookings Review , 15-20.
Scherer, Frederic M. (1988) , 'Corporate Takeovers: The Efficiency Arguments', 2 Journal of Economic Perspectives , 69-82.
Scherer, Frederic M. and Ross David (1990) , Industrial Market Structure and Economic Performance, Third Edition , Boston, Houghton Mifflin.
Schipper, Katherine and Thompson, Rex (1983a) , 'Evidence on the Capitalized Value of Merger Activity for Acquiring Firms', 11 Journal of Financial Economics , 85-119.
Schipper, Katherine and Thompson, Rex (1983b) , 'The Impact of Merger-Related Regulations on the Shareholders of Acquiring Firms', 21 Journal of Accounting Research , 184-221.
Schnitzer, Monika (1995) , 'Breach of Trust in Takeovers and the Optimal Corporate Charter', 43 Journal of Industrial Economics , 229-259.
Schnitzer, Monika (1996) , 'Hostile Versus Friendly Takeovers', 63 Economica , 37-55.
Schranz, Mary, S. (1993) , 'Takeovers Improve Firm Performance: Evidence from the Banking Industry', 101 Journal of Political Economy , 299-326.
Schüller, Alfred (1979) , 'Eigentumsrechte, Unternehmenskontrollen und Wettbewerbsordnung (Property Rights, Corporate Control and Competition)', 30 Ordo: Jahrbuch für die Ordnung von Wirtschaft und Gesellschaft , 325-364.
Schumann, Laurence (1988) , 'State Regulation of Takeovers and Shareholder Wealth: The Case of New York's 1985 Takeover Statutes', 19 Rand Journal of Economics , 557-567.
Schüttrumpf, Veit-G. (1995) , 'Comment: Hostile Takeovers: Some Reasons for the Different Legal Solutions and Some Thoughts about the Role of German Banks', in Bouckaert, Boudewijn and De Geest, Gerrit (eds.), Essays in Law and Economics II: Contract Law, Regulation, and Reflections on Law & Economics , Antwerpen, Maklu, 135-143.
Schwartz, Alan (1986), 'Bebchuck on Minimum Offer Periods', 2 Journal of Law, Economics, and Organization , 271-277.
Schwartz, Alan (1986), 'Search Theory and the Tender Offer Auction', 2 Journal of Law, Economics, and Organization , 229-253.
Schwartz, Alan (1988) , 'The Fairness of Tender Offer Prices in Utilitarian Theory', 17 Journal of Legal Studies , 165-196.
Schwartz, Alan (1989) , 'Defensive Tactics and Optimal Search', 5 Journal of Law, Economics, and Organization , 413-424.
Sercu, P. and Van Hulle, C. (1995), 'On the Structure of Take-over Models and Insider-Outsider Conflicts in Negotiated Take-overs', 19 Journal of Banking and Finance , 11-14.
Sercu, P. and Vanhulle, C. (1995), 'Financing Instruments, Security Design, and the Efficiency of Takeovers - A Note', 15 International Review of Law and Economics , 373-393.
Servaes, Henri (1991) , 'Tobin's Q and the Gains from Takeovers', 46 Journal of Finance , 409-419.
Servaes, Henri (1994) , 'Do Takeover Targets Overinvest', 7 Review of Financial Studies , 253-277.
Seward, JK. and Walsh, JP. (1996) , 'The Governance and Control of Voluntary Corporate Spin-Offs', 17 Strategic Management Journal , 25-39.
Sheard, Paul, (1989) , 'The Main Bank System and Corporate Monitoring and Control in Japan', 11 Journal of Economic Behavior and Organization , 399-422.
Shivdasani, A (1993) , 'Board Composition, Ownership Structure and Hostile Takeovers', 16 Journal of Accounting and Economics , 167-198.
Shleifer, Andrei and Summers, Larry (1988) , 'Breach of Trust in Hostile Takeovers', in Auerbach, Alan J. (ed.), Corporate Takeovers: Causes and Consequences , Chicago (IL), University of Chicago Press.
Shleifer, Andrei and Vishny, Robert W. (1986) , 'Large Shareholders and Corporate Control', 94 Journal of Political Economy , 461-488.
Shleifer, Andrei and Vishny, Robert W. (1988) , 'Value Maximization and the Acquisition Process', 2 Journal of Economic Perspectives , 7-20.
Shleifer, Andrei and Vishny, Robert W. (1990) , 'The Takeover Wave of the 1980s', 249 Science , 745-749.
Shleifer, Andrei and Vishny, Robert W. (1991) , 'Takeovers in the 60s and the 80s - Evidence and Implications', 12 Strategic Management Journal , 51-59.
Shute, Laurence (1985) , 'J. M. Clark on Corporate Concentration and Control', 19 Journal of Economic Issues , 409-418.
Sidak, J. Gregory and Woodward, S. (1990) , 'Corporate Takeovers, the Commerce Clause, and the Efficient Anonimity of Shareholders', 84 Northwestern University Law Review , 1092-1118.
Simon, Carol J. (1989) , 'The Effect of the 1933 Securities Act on Investor Information and the Performance of New Issues', 79 American Economic Review , 295-318.
Sklar, Martin (1988) , The Corporate Reconstruction of American Capitalism, 1890-1916: The Market, the Law, and Politics , Cambridge, Cambridge University Press.
Slovin, Myron B. and Sushka, Marie E. (1993) , 'Ownership Concentration, Corporate Control Activity, and Firm Value: Evidence from the Death of Inside Blockholders', 48 Journal of Finance , 1293-1321.
Smiley, Robert H. (1975) , 'The Effect of the Williams Amendement and Other Factors on Transactions Costs in Tender Offers', 3 Industrial Organization Review , 138-145.
Smiley, Robert H. (1981) , 'The Effect of State Securities Statutes on Tender Offer Activity', 19 Economic Inquiry , 426 ff.
Smith, Craig, B. and Furlow, Clark W. (1988) , 'Guide to the Takeover Law of Delaware, Washington (D.C.),Corporate Practice Series', .
Smith, E. D. and Salamon, Gerald L. (1979) , 'Corporate Control and Managerial Misrepresentation of Firm Performance', 10 Bell Journal of Economics , 319-328.
Smith, Richard L. and Kim, Joo-Hyun (1994) , 'The Combined Effects of Free Cash Flow and Financial Slack on Bidder and Target Stock Returns', 67 Journal of Business , 281-310.
Spindler, Gerald (1997) , 'Deregulierung des Aktienrechts? (Deregulation of mandatory corporate law in Germany)', 2 Die Aktiengesellschaft .
Sridharan, Uma and Reinganum, Marc R. (1995) , 'Determinants of the Choice of the Hostile Takeover Mechanism: An Empirical Analysis of Tender Offers and Proxy Contests', 24 Financial Management , 57-67.
Stano, Miron (1976) , 'Monopoly Power, Ownership Control, and Corporate Performance', 7 Bell Journal of Economics , 672-679.
Stapleton, R.C. (1975) , 'Some Aspects of the Pure Theory of Corporate Finance: Bankruptcies and Take-Overs: Comment', 6 Bell Journal of Economics , 708-710.
Stigler, George J. (1950) , 'Monopoly and Oligopoly by Merger', American Economic Review . in George J. Stigler (1968), The Organization of Industry, U. of Chicago Press
Stiglitz, Joseph E. (1972) , 'Some Aspects of the Pure Theory of Corporate Finance: Bankruptcies and Take-Overs', 3 Bell Journal of Economics , 458-482.
Stiglitz, Joseph E. (1975) , 'Some Aspects of the Pure Theory of Corporate Finance: Bankruptcies and Take-Overs: Reply', 6 Bell Journal of Economics , 711-714.
Stillman, Robert (1983) , 'Examining Antitrust Policy toward Horizontal Mergers', 11 Journal of Financial Economics , 225-240.
Stone, Christopher, D. (1980) , 'The Place of Enterprise Liability in the Control of Corporate Conduct', 90 Yale Law Journal , 1-77.
Stout, Lynn A. (1988) , 'The Unimportance of Being Efficient: An Economic Analysis of Stock Market Pricing and Securities Regulation', 87 Michigan Law Review , 613-709.
Stout, Lynn A. (1990) , 'Are Takeover Premiums Really Premiums? Market Price, Fair Value, and Corporate Law', 99 Yale Law Journal , 1235-1296.
Stout, Lynn A. (1997) , 'How Efficient Markets Undervalue Stocks: CAPM and ECMH in A World of Uncertainty and Disagreement', Cardozo Law Review .
Stulz, René M. (1988) , 'Managerial Control of Voting Rights: Financing Policies and the Market for Corporate Control', 20 Journal of Financial Economics , 25-54.
Stulz, Rene M., Walkling R. and Song, Moon H. (1990) , 'The Distribution of Target Ownership and the Division of Gains in Successful Takeovers', 45 Journal of Finance , 817-833.
Sunder, Shyam (1980) , 'Corporate Capital Investment, Accounting Methods and Earnings: A Test of the Control Hypothesis', 35 Journal of Finance , 553-565.
Szewczyk, Samuel, H and Tsetsekos, George P. (1992) , 'State Intervention in the Market for Corporate Control: The Case of Pennsylvania Senate Bill 1310', 31 Journal of Financial Economics , 3-23.
Telser, Lester G. (1987) , A Theory of Efficient Cooperation and Competition , Cambridge, New York and Melbourne, Cambridge University Press.
Thompson, S. and Wright, M (1995) , 'The Role of Restructuring Transactions', 105 Economic Journal: The Journal of the Royal Economic Society , 690-703.
Thompson, S., Wright, M and Robbie, K. (1992) , 'Buy-Outs, Divestment, and Leverage-Restructuring Transactions and Corporate Governance', 8 Oxford Review of Economic Policy , 58-69.
Timonen, Pekka (1997) , Määräysvalta, hinta ja markkinavoima - Julkisesti noteeratun yrityksen määräysvallan siirtymisen oikeudellinen sääntely (Control, Price and Market Power - The Judicial regulation of transfers of control in quoted companies) .
Treynor, Jack, L. (1993) , 'The Value of Control', 49 Financial Analysts Journal , 6-9.
Triantis, George G. (1996) , 'The Interplay between Liquidation and Reorganization in Bankruptcy: The role of screens, gatekeepers and guillotines', 16 International Review of Law and Economics , 101-119.
Tripp, Malcolm A. (1984) , 'Note: Access, Efficiency, and Fairness in Dirks v. SEC', 60 Indiana Law Journal , 535-557.
Vahcic, A. (1989) , 'Capital Markets, Management Takeovers and Creation of New Firms in a Reformed Self-Managed Economy - Some Lessons from the Nova-Gorica (Yugoslavia) Experiment', 33 European Economic Review , 456-465.
Van Gerven, Yves (1991) , 'Regulering van vijandige overnames. De Amerikaanse ervaring (Regulation of Hostile Takeovers: The American Experience)', Rechtskundig Weekblad , 791-833.
Van Hulle, C., Vermaelen, T. and De Wouters, Paul (1991) , 'Regulation,Taxes and the Market for Corporate Control in Belgium', 15 Journal of Banking and Finance , 1143-1170.
Van Nuys, Karen (1993) , 'Corporate Governance through the Proxy Process: Evidence from the 1989 Honeywell proxy solicitation', 34 Journal of Financial Economics , 101-132.
Wade, James, O'reilly, Charles A., III and Chandratat, Ike (1990) , ''Golden Parachutes: CEOs and the Exercise of Social Influence', 35 Administrative Science Quarterly , 587-603.
Walsh, JP. and Kosnik, Rita D. (1993) , 'Corporate Raiders and Their Disciplinary Role in the Market for Corporate Control', 36 Academy of Management Journal , 671-700.
Weidenbaum, Murray L. and Chilton, Kenneth W. (eds.) (1988), Public Policy toward Corporate Takeovers , New Brunswick (NJ), Transaction, 176 p.
Weisbach, Michael S. (1993) , 'Corporate Governance and Hostile Takeovers', 16 Journal of Accounting and Economics , 199-208.
Weiss, Elliott J. (1981) , 'Social Regulation of Business Activity: Reforming the Corporate Governance System to Resolve an Institutional Impasse', 28 UCLA Law Review , 343-437.
Werden, Gregory J. and Froeb, Luke M. (1994) , 'The Effects of Mergers in Differentiated Products Industries: Logit Demand and Merger Policy', 10 Journal of Law, Economics, and Organization , 407-426.
Weston, Fred J., Kwang, Chung S. and Hoag, Susan E. (1990) , Mergers, Restructuring, and Corporate Control , Englewood Cliffs (NJ), Prentice-Hall.
Williamson, Oliver E. (1983) , 'Organization Form, Residual Claimants, and Corporate Control', 26 Journal of Law and Economics , 351-366.
Williamson, Oliver E. (1988) , 'Corporate Finance and Corporate Governance', 43 Journal of Finance , 567-591.
Winsen, Joseph K. (1982) , 'Regulation of Trading in Corporate Equity: Constraints on Takeovers'', Nov Companies and Securities Law Journal , 91-115.
Wintrobe, Ronald (1987) , 'The Market for Corporate Control and the Market for Political Control', 3 Journal of Law, Economics, and Organization , 435-448.
Note to Prof. George Bittlingmayer: please complete the following citations
Following citations in text have more than one entry (for that year) in the Bibliography:
Pound, 1992 (2x)
Schipper and Thompson (1983)
Following citations in text have no entry in the Bibliography:
E.C. Knight (1895)
Northern Securities (1904)
Pugh and Jahera (1988)
Roe (1995, p. 103)
Sidak and Woodward (1988)
Edgar v. Mite 457 U.S. 624 (1982)
Following entries in Bibliography are incomplete:
Bittlingmayer, George (1985), 'Did Antitrust Policy Cause the Great Merger Wave?', ??? Journal of Law and Economics , 77-118.
Bittlingmayer, George (1993), 'The Stock Market and Early Antitrust Enforcement', ??? Journal of Law and Economics , 1-32.
Bittlingmayer, George (1997), 'Antitrust and Business Activity: The First Quarter Century', ??? Business History Review , ???-???.
Copyright 1996-98 George Bittlingmayer