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Bid Resistance by Takeover Targets: Managerial Bargaining or Bad Faith?

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  • Bates, Thomas W.
  • Becher, David A.

Abstract

This paper examines management’s motives for rejecting takeover bids and the associated shareholder wealth effects. We develop measures of initial bid quality and find a significant negative correlation between the quality of a bid and rejection. The likelihood of higher follow-on offers decreases with bid quality and is greater when targets have classified boards and chief executive officers (CEOs) with significant personal wealth tied to the transaction. Target CEOs who fail to close high-quality offers experience a significant rate of forced turnover. Overall, the results support a price improvement motive for contested bids.

Suggested Citation

  • Bates, Thomas W. & Becher, David A., 2017. "Bid Resistance by Takeover Targets: Managerial Bargaining or Bad Faith?," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 52(3), pages 837-866, June.
    • Handle: RePEc:cup:jfinqa:v:52:y:2017:i:03:p:837-866_00
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    Cited by:

    1. Eaton, Gregory W. & Guo, Feng & Liu, Tingting & Officer, Micah S., 2022. "Peer selection and valuation in mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 146(1), pages 230-255.
    2. Martin Bugeja & Yaowen Shan & Yanglan Zu, 2024. "The disciplinary role of unsuccessful takeovers and changes in corporate governance," Accounting and Finance, Accounting and Finance Association of Australia and New Zealand, vol. 64(1), pages 941-973, March.
    3. Mei Cheng & Jacob Jaggi & Spencer Young, 2022. "Customer concentration of targets in mergers and acquisitions," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 49(7-8), pages 1314-1355, July.
    4. Sridhar Gogineni & Pawan Jain, 2021. "The Role of Target Termination Fees in REIT Mergers," The Journal of Real Estate Finance and Economics, Springer, vol. 63(1), pages 1-39, July.
    5. Even-Tov, Omri & Lourie, Ben & Nekrasov, Alex & Zeng, Jean (Jieyin), 2024. "Failed acquisition offers: The impact of failure reasons on target valuation," Finance Research Letters, Elsevier, vol. 63(C).
    6. Gogineni, Sridhar & Upadhyay, Arun, 2020. "Target governance provisions and acquisition types," Journal of Business Research, Elsevier, vol. 110(C), pages 160-172.
    7. Levit, Doron, 2017. "Advising shareholders in takeovers," Journal of Financial Economics, Elsevier, vol. 126(3), pages 614-634.
    8. Carline, Nicholas F. & Linn, Scott C. & Yadav, Pradeep K., 2014. "Corporate governance and the nature of takeover resistance," CFR Working Papers 14-01, University of Cologne, Centre for Financial Research (CFR).

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