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Antitakeover Charter Amendments: Effects On Corporate Decisions

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  • William N. Pugh
  • Daniel E. Page
  • John S. Jahera

Abstract

In recent years many shareholders have voted to amend their corporate charters to decrease the likelihood of a hostile takeover. Critics of antitakeover amendments argue that by sheltering management from the market for corporate control, management may become entrenched and be less likely to act in the best interest of shareholders. The counter argument holds that the threat of a hostile takeover and possible job loss may move management toward “short‐sighted” decision making. In this study we test the hypothesis that, upon passage of antitakover amendments, managers adopt a longer‐term view with respect to capital expenditures and research and development. Empirical results support the hypothesis, as both capital expenditures and research development display significant increases relative to the year of enactment.

Suggested Citation

  • William N. Pugh & Daniel E. Page & John S. Jahera, 1992. "Antitakeover Charter Amendments: Effects On Corporate Decisions," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 15(1), pages 57-67, March.
    • Handle: RePEc:bla:jfnres:v:15:y:1992:i:1:p:57-67
    DOI: 10.1111/j.1475-6803.1992.tb00786.x
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    Cited by:

    1. James M. Mahoney & Joseph T. Mahoney & Chamu Sundaramurthy, 1995. "The differential impact on stockholder wealth of various antitakeover provisions," Research Paper 9512, Federal Reserve Bank of New York.
    2. James M. Mahoney & Joseph T. Mahoney & Chamu Sundaramurthy, 1996. "The effects of corporate antitakeover provisions on long-term investment: empirical evidence," Research Paper 9618, Federal Reserve Bank of New York.
    3. Jordi A. Surroca & Ruth V. Aguilera & Kurt Desender & Josep A. Tribó, 2020. "Is managerial entrenchment always bad and corporate social responsibility always good? A cross‐national examination of their combined influence on shareholder value," Strategic Management Journal, Wiley Blackwell, vol. 41(5), pages 891-920, May.
    4. Paul Gompers & Joy Ishii & Andrew Metrick, 2003. "Corporate Governance and Equity Prices," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 118(1), pages 107-156.
    5. Patrice Charlier & Jean-Baptiste Cartier, 2012. "Les particularités de la société en commandite par actions au regard des conflits d'agence," Post-Print halshs-00807573, HAL.
    6. Becker-Blease, John R., 2011. "Governance and innovation," Journal of Corporate Finance, Elsevier, vol. 17(4), pages 947-958, September.
    7. Li, Xiaodan & Jiao, Yang & Yu, Min-Teh & Zhao, Yang, 2019. "Founders and the decision of Chinese dual-class IPOs in the U.S," Pacific-Basin Finance Journal, Elsevier, vol. 57(C).
    8. Tsung-ming Yeh, 2014. "The effects of anti-takeover measures on Japanese corporations," Review of Quantitative Finance and Accounting, Springer, vol. 42(4), pages 757-780, May.
    9. Bange, Mary M. & De Bondt, Werner F. M., 1998. "R&D budgets and corporate earnings targets," Journal of Corporate Finance, Elsevier, vol. 4(2), pages 153-184, June.
    10. Gigante, Gimede & Angioni, Ottavio, 2023. "The impact of preventive takeover defences on corporate financial performance: Evidence from the US," Finance Research Letters, Elsevier, vol. 55(PA).
    11. Arugaslan, Onur & Cook, Douglas O. & Kieschnick, Robert, 2010. "On the decision to go public with dual class stock," Journal of Corporate Finance, Elsevier, vol. 16(2), pages 170-181, April.
    12. Stéphane Lhuillery, 2006. "The impact of corporate governance practices on R&D efforts: a look at shareholders’ rights, cross-listing and control pyramid," CEMI Working Papers cemi-report-2006-006, Ecole Polytechnique Fédérale de Lausanne, Collège du Management de la Technologie, Management of Technology and Entrepreneurship Institute, Chaire en Economie et Management de l'Innovation, revised Apr 2009.
    13. Wenxia Ge & Jeong-Bon Kim, 2014. "Boards, takeover protection, and real earnings management," Review of Quantitative Finance and Accounting, Springer, vol. 43(4), pages 651-682, November.
    14. Halpern, Paul & Kieschnick, Robert & Rotenberg, Wendy, 2009. "Determinants of financial distress and bankruptcy in highly levered transactions," The Quarterly Review of Economics and Finance, Elsevier, vol. 49(3), pages 772-783, August.

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