A Theory of Hostile Takeovers (original) (raw)

2000, SSRN Electronic Journal

In this paper, a consistent picture of the multifaceted mechanism of a hostile leveraged takeover is provided. The analysis points out two basic issues. The first is the financial problem caused by the leveraged acquisition, which calls for detailed strategic planning in order to ascertain the feasibility of the operation with respect to the capital structure of the target company.

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The theory of corporate takeover bids: A subgame perfect approach

Managerial and Decision Economics, 1994

In this paper I reexamine Grossman & Hart's (1980a) earlier work on corporate takeovers and address three main shortcomings of their theory. First, their theory implies that in the "ash equilibrium' either all shareholders will decide to tender their shares or all will refuse the raider's tender offer. Hence, they look only at the pure strategy equilibria. Second, there does not exist any free-rider problem in the extreme cases of pure strategy equilbria because everyone sells his or her share and the raider does not have to deal with any minority shareholder in the equilibrium. On the other hand, if the raid fails and no one sells, then there is no question of dilution either. I show some mixed-strategy equilibria using assumptions of Grossman and Hart. Third, Grossman and Hart claim that their theory rules out the possibilities of takeovers by the inefficient raider in which the shareholders who tender their shares are worse off than they would have been otherwise with the incumbent management. It appears from the model that their argument is based on rather arbitrary assumptions.

The role of executives in hostile takeover attempts

Journal of Economic Interaction and Coordination, 2011

This paper proposes a two-stage game theoretic model where the discretionary power of executives acts as an implicit defense against hostile takeovers. Following managerial enterprise models, this paper analyzes the effects of discretionary power of target’s executives over R&D and advertising expenditures in defeating hostile takeover attempts. It is shown that in vertically differentiated industries, in equilibrium, target’s executives keep

Debt, Information Acquisition, and the Takeover Threat

SSRN Electronic Journal, 1999

In this paper we formalize the information acquisition process by a potential bidder and its relationship with the target rm's capital structure. We show that debt increases prior to an acquisition are negatively related to the precision of the bidder's information. Incumbent managers, by means of leverage, o set shareholders' losses derived from information acquisition about the rm's prospects by potential acquirors. This explanation for the use of capital structure to deter rivals for control complements the ones provided by the existent literature. We test our model with a sample of 739 U.S. targets of hostile tender o ers, and show that informational variables such as toehold size and nature of target and bidder industries are signi cant determinants of the decision to adjust leverage. Additionally, w e provide evidence on the e ects of capital structure on bid prices. The paper shows that target rms display slightly higher debt levels than their industry peers, and that target rms signi cantly reduce leverage in the year prior to the tender o er announcement. The latter result indicates that leverage favors entrenchment prior to battles for control, although incumbent managers use gearing to bene t from the takeover when its announcement is imminent.

The Determinants and Consequences of Abandoned Takeovers

Journal of Economic Surveys, 2001

Takeover activity has attracted a great deal of academic attention over the past three decades. Much of this interest has focused on the study of completed takeovers with a particular interest in seeking to understand the impact of takeover activity on the wealth of both shareholders in acquired and bidding firms. Unlike their completed counterparts, abandoned takeovers have received relatively little academic attention. This is surprising since a significant proportion of takeover bids are unsuccessful. This paper seeks to address the imbalance by providing a comprehensive survey of the takeover failure literature. The paper focuses on two aspects of the literature: First, we discuss and review the factors likely to influence takeover outcome. Second, we examine the consequences of takeover abandonment from the perspective of targets and bidders. We also identify a number of areas where future research may seek to improve further our understanding of the causes and consequences of takeover abandonment.

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