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Why Firms Adopt Antitakeover Arrangements

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  • Lucian Arye Bebchuk

Abstract

Firms going public have increasingly been incorporating antitakeover provisions in their IPO charters, while shareholders of existing companies have increasingly been voting in opposition to such charter provisions. This paper identifies possible explanations for this empirical pattern. Specifically, I analyze explanations based on (1) the role of antitakeover arrangements in encouraging founders to break up their initial control blocks, (2) efficient private benefits of control, (3) agency problems among pre-IPO shareholders, (4) agency problems between pre-IPO shareholders and their IPO lawyers, (5) asymmetric information between founders and public investors about the firm's future growth prospects, and (6) bounded attention and imperfect pricing at the IPO stage.

Suggested Citation

  • Lucian Arye Bebchuk, 2003. "Why Firms Adopt Antitakeover Arrangements," NBER Working Papers 10190, National Bureau of Economic Research, Inc.
    • Handle: RePEc:nbr:nberwo:10190
    Note: CF LE
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    Cited by:

    1. Burns, Natasha & Minnick, Kristina & Smith, Aimee Hoffmann, 2021. "The role of directors with related supply chain industry experience in corporate acquisition decisions," Journal of Corporate Finance, Elsevier, vol. 67(C).
    2. Humphery-Jenner, Mark L. & Powell, Ronan G., 2011. "Firm size, takeover profitability, and the effectiveness of the market for corporate control: Does the absence of anti-takeover provisions make a difference?," Journal of Corporate Finance, Elsevier, vol. 17(3), pages 418-437, June.
    3. Bebchuk, Lucian A. & Cohen, Alma, 2005. "The costs of entrenched boards," Journal of Financial Economics, Elsevier, vol. 78(2), pages 409-433, November.
    4. Moore, Jared A. & Suh, SangHyun & Werner, Edward M., 2017. "Dual entrenchment and tax management: Classified boards and family firms," Journal of Business Research, Elsevier, vol. 79(C), pages 161-172.
    5. Thomas J. Chemmanur & Imants Paeglis & Karen Simonyan, 2011. "Management Quality and Antitakeover Provisions," Journal of Law and Economics, University of Chicago Press, vol. 54(3), pages 651-692.
    6. Erin E. Smith, 2019. "Are Antitakeover Amendments Good for Shareholders? Evidence from the Adoption of Antitakeover Provisions in the Post-SOX Era," Quarterly Journal of Finance (QJF), World Scientific Publishing Co. Pte. Ltd., vol. 9(04), pages 1-40, December.
    7. Esra Memili & Kaustav Misra, 2015. "Corporate Governance Provisions, Family Involvement, and Firm Performance in Publicly Traded Family Firms," IJFS, MDPI, vol. 3(3), pages 1-36, July.

    More about this item

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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