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Greenmail, White Knights, and Shareholders' Interest

Author

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  • Andrei Shleifer
  • Robert W. Vishny

Abstract

This article develops a model in which greenmail and other forms of management resistance to takeovers can benefit shareholders. In particular, discouraging some potential acquirers may increase shareholder wealth because it encourages others to pursue a combination with the target. This occurs because the number of competing acquirers is reduced and because resistance can signal that the target does not have access to a "white knight." This signalling effect may explain why share prices decline after management resists a takeover, even when such resistance is value-maximizing in the long run.

Suggested Citation

  • Andrei Shleifer & Robert W. Vishny, 1986. "Greenmail, White Knights, and Shareholders' Interest," RAND Journal of Economics, The RAND Corporation, vol. 17(3), pages 293-309, Autumn.
    • Handle: RePEc:rje:randje:v:17:y:1986:i:autumn:p:293-309
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    1. repec:cdl:ucsbec:10-00 is not listed on IDEAS
    2. Blake Loriot & Elaine Hutson & Hue Hwa Au Yong, 2020. "Equity-linked executive compensation, hedging and foreign exchange exposure: Australian evidence," Australian Journal of Management, Australian School of Business, vol. 45(1), pages 72-93, February.
    3. Jin Q Jeon & Cheolwoo Lee, 2014. "Effective Post-Signing Market Check or Window Dressing? The Role of Go-Shop Provisions in M&A Transactions," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 41(1-2), pages 210-241, January.
    4. Sarig, Oded H. & Talmor, Eli, 1997. "In defense of defensive measures," Journal of Corporate Finance, Elsevier, vol. 3(3), pages 277-297, June.
    5. Kevin M. Murphy & Andrei Shleifer & Robert W. Vishny, 1991. "The Allocation of Talent: Implications for Growth," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 106(2), pages 503-530.
    6. Holmstrom, Bengt R. & Tirole, Jean, 1989. "The theory of the firm," Handbook of Industrial Organization, in: R. Schmalensee & R. Willig (ed.), Handbook of Industrial Organization, edition 1, volume 1, chapter 2, pages 61-133, Elsevier.
    7. repec:fth:calaec:10-00 is not listed on IDEAS
    8. Sercu, P. & Van Hulle, C., 1995. "On the structure of take-over models, and insider-outsider conflicts in negotiated take-overs," Journal of Banking & Finance, Elsevier, vol. 19(1), pages 11-44, April.
    9. Sercu, Piet & Van Hulle, Cynthia, 1995. "Financing instruments, security design, and the efficiency of takeovers: A note," International Review of Law and Economics, Elsevier, vol. 15(4), pages 373-393, December.
    10. Richard J. Gilbert & David M. Newbery, 1992. "Alternative Entry Paths: The Build Or Buy Decision," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 1(1), pages 129-150, March.
    11. Bates, Thomas W. & Lemmon, Michael L., 2003. "Breaking up is hard to do? An analysis of termination fee provisions and merger outcomes," Journal of Financial Economics, Elsevier, vol. 69(3), pages 469-504, September.
    12. Lambrecht, Bart M., 2004. "The timing and terms of mergers motivated by economies of scale," Journal of Financial Economics, Elsevier, vol. 72(1), pages 41-62, April.
    13. Stienstra, Miranda, 2020. "The determinants and performance implications of alliance partner acquisition," Other publications TiSEM 7fdee0c2-d4d2-4f5b-95e3-2, Tilburg University, School of Economics and Management.
    14. 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.
    15. Naveen Khanna, 1997. "Optimal Bidding For Tender Offers," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 20(3), pages 323-342, September.
    16. April Klein & James Rosenfeld, 1988. "The Impact Of Targeted Share Repurchases On The Wealth Of Non-Participating Shareholders," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 11(2), pages 89-97, June.
    17. James S. Ang & Alan L. Tucker, 1988. "The Shareholder Wealth Effects Of Corporate Greenmail," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 11(4), pages 265-280, December.
    18. Rose, Caspar, 2002. "Impact of Takeover Defenses on Managerial Incentives," Working Papers 2002-5, Copenhagen Business School, Department of Finance.
    19. Rose, Caspar, 2005. "Takeover Defenses' Influence on Managerial Incentives," International Review of Law and Economics, Elsevier, vol. 25(4), pages 556-577, December.
    20. Sankar De & Peter J. Knez, 1993. "Managerial Reaction to Takeover Bids: A Theory of Strategic Resistance," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 2(4), pages 567-592, December.
    21. Elyas Elyasiani & Yuan Wen & Rongrong Zhang, 2017. "Institutional Ownership And Earning Management By Bank Holding Companies," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 40(2), pages 147-178, June.

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