| 来源类型 | Working Paper
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| 规范类型 | 报告
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| DOI | 10.3386/w9078
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| 来源ID | Working Paper 9078
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| The Case Against Board Veto in Corporate Takeovers |
| Lucian Arye Bebchuk
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| 发表日期 | 2002-07-25
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| 出版年 | 2002
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| 语种 | 英语
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| 摘要 | This paper argues that once undistorted shareholder choice is ensured -- which can be done by making it necessary for hostile bidders to win a vote of shareholder support -- boards should not have veto power over takeover bids. The paper considers all of the arguments that have been offered for board veto -- including ones based on analogies to other corporate decisions, directors' superior information, bargaining by management, pressures on managers to focus on the short-run, inferences from IPO charters, interests of long-term shareholders, aggregate shareholder wealth, and protection of stakeholders. Examining these arguments both at the level of theory and in light of all available empirical evidence, the paper concludes that none of them individually, nor all of them taken together, warrants a board veto. Finally, the paper discusses the implications that the analysis has for judicial review of defensive tactics. |
| 主题 | Financial Economics
; Corporate Finance
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| URL | https://www.nber.org/papers/w9078
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| 来源智库 | National Bureau of Economic Research (United States)
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| 引用统计 |
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| 资源类型 | 智库出版物
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| 条目标识符 | http://119.78.100.153/handle/2XGU8XDN/566687
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推荐引用方式
GB/T 7714 |
Lucian Arye Bebchuk. The Case Against Board Veto in Corporate Takeovers. 2002.
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文件名：
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w9078.pdf
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格式：
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Adobe PDF
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