Showing papers in "Virginia Law Review in 1987"

The Political Economy of Takeover Statutes

Abstract: I. Second Generation Takeover Statutes ............ 113 A. The Aftermath of MITE .................... 113 B. Why Is the Fair Price Approach So Popular? . 117 II. The Making of a Takeover Statute ............... 120 A. A Coalition Explanation of Takeover Legislation ....................................... 120 B. The Politics of Connecticut's Second Generation Statute ................................ 122 C. Predicting the Adoption of a Second Generation Takeover Statute ........................... 142 III. The Rationality of Investor Support of Fair Price Provisions ...................................... 145 A. A Decision Tree Analysis of the Decision to T ender .................................... 148 B. When Might Investors Decide to Support a Fair Price Provision? ... . . . . . . . . . . . . . . . . . . . . . . . . . 170 IV. Conclusion ..................................... 187

Property rights in assets and resistance to tender offers

Abstract: T HE recent spate of highly publicized hostile tender offers has prompted questions about the proper reaction of target firm management to takeover bids. Traditionally, the law has not constrained management's ability to resist acquisition. To the contrary, courts recognize not just \"a large reservoir of authority\" in management to respond to takeover bids, but \"an obligation to determine whether the offer is in the best interests of the corporation and its shareholders,\" and to resist if it is not.1 Particularly since the publication of an important article on the issue by Frank Easterbrook and Daniel Fischel,2 however, the wisdom of allowing managerial resistance has been challenged. All else being equal, resistance by any target firm reduces the bidder's net