Knights Raiders and Targets or Business and Its Environment

Knights, Raiders, and Targets: The Impact of the Hostile Takeover

Author: John C Coffe

Fascinating as the corporate takeovers of recent years have been--with their "golden parachutes" and junk bonds, "greenmailers" and white knights--it is far from clear what underlying forces are at work, and what their long-term consequences will be. Debate over these questions has become polarized: some see takeover threats as disciplinary mechanisms that induce managers to behave efficiently and move assets to higher valued uses or into the hands of more efficient managers; others claim that corporate raiders have produced few observable increases in operating efficiency, but rather have disrupted business planning, enforced a preoccupation with the short-term, and tilted the balance sheets of corporate America toward dangerously high debt levels. Such sharp conflicts in theory and evidence have produced considerable confusion concerning the appropriate policy response.

Knights, Raiders and Targets represents one of the first sustained efforts to refine and clarify these issues. Based on papers presented at a symposium sponsored by the Columbia Law School's Center for Law and Economic Studies, it also includes discussion of the informal presentations made at the symposium by the CEOs of several major corporations. This important book airs new theories, presents unique empirical evidence of the post-acquisition performances of companies involved in mergers, and offers exciting discussion of an event that has become central to American corporate culture.

Table of Contents:

Contributors

Sponsors

Introduction

1. Hostile Takeovers and Junk Bond Financing: A Panel Discussion

CAPITAL MARKETS, EFFICIENCY, AND CORPORATE CONTROL

2. Corporate Control, Efficient Markets, and the Public Good, Martin Shubik

3. Fashions, Fads, and Bubbles in Financial Markets, Robert J. Shiller

4. Comment, Franklin R. Edwards

5. Comment, Michael A. Salinger

MANAGERIAL BEHAVIOR AND TAKEOVERS

6. Shareholders Versus Managers: the Strain in the Corporate Web, John C. Coffee, Jr.

7. Corporate Takeovers: Financial Boom or Organizational Bust?, Malcolm S. Salter and Wolf A. Weinhold

8. Comment, Victor Brudney

9. Comment: Golden Parachutes and Managers--A Risk-Neutral Perspective, Melvin A. Eisenberg

10. Comment: Shareholders and Managers--A Risk-Neutral Perspective, Oliver E. Williamson

EVIDENCE ON THE GAINS FROM MERGERS AND TAKEOVERS

11. Are Acquiring-Firm Shareholders Better Off after an Acquisition?, Ellen B. Magenheim and Dennis C. Mueller

12. Mergers and Managerial Performance, David J. Ravenscraft and F. M. Scherer

13. The Efficiency Effects of Hostile Takeovers, Edward S. Herman and Louis Lowenstein

14. Empirical Evidence on Takeover Activity and Shareholder Wealth, Richard Roll

15. Comment, Michael Bradley and Gregg A. Jarrell

16. Comment, Warren A. Law

17. Discussion

MERGERS AND TAKEOVERS: TAXES, CAPITAL STRUCTURE, AND THE INCENTIVES OF MANAGERS

18. Taxation and the Dynamics of Corporate Control: The Uncertain Case for Tax-Motivated Acquisitions, Ronald J. Gilson, Myron S.Scholes, and Mark A. Wolfson

19. Taxes and the Merger Decision, Alan J. Auerbach and David Reishus

20. The Takeover Controversy: Analysis and Evidence, Michael C. Jensen

21. Comment, Richard S. Ruback

22. Comment, John L. Vogelstein

23. Comment, Elliott J. Weiss

24. Comment, Martin D. Ginsburg

LEGAL RULES, TAKEOVER STRATEGIES, AND DEFENSIVE TACTICS

25. The Pressure to Tender: An Analysis and a Proposed Remedy, Lucian Arye Bebchuk

26. Comparative Dimensions of Takeover Regulation, Deborah A. DeMott

27. The Regulation of Takeovers in Great Britain, Peter Frazer

28. Comment, Douglas H. Ginsburg

29. Comment, Marshall L. Small

30. Comment, Stanley Sporkin

ONE SHARE, ONE VOTE

31. Stock Exchange Rules Affecting Takeovers and Control Transactions, Joel Seligman

32. Organized Exchanges and the Regulation of Dual Class Common Stock, Daniel R. Fischel

33. Comment, Robert H. Mundheim

34. Comment, A. A. Sommer, Jr.

Index

New interesting textbook: Alzheimer Disease and Other Dementias or Quick Easy Ayurvedic Cookbook

Business and Its Environment

Author: David P Baron

Brings together the disciplines of economics, political science, law, and ethics to address a class of management issues of growing importance to the performance of companies. Provides conceptual frameworks for understanding issues in the environment of business and their development; strategy formulation; analysis of the news media; political analysis; the economics and politics of government intervention in markets (regulation, antitrust, and torts); the economics and politics of international trade; the political economy of countries; and ethical analysis and decision-making. For all business professionals, including managers looking to enhance their knowledge of an ever-changing, increasingly global field.