Takeovers

Directors: Older and Wiser, or Too Old to Govern?

An unintended consequence of recent governance reforms in the U.S. is firms’ greater reliance on older director candidates, resulting in noticeable...

LBO Financing

We rationalize why leverage in buyouts differs from corporate leverage at large by merging two strands of buyout theory that focus on problems of public...

Takeover Bids vs. Proxy Fights in Contests for Corporate Control

This paper evaluates the primary mechanisms for changing management or obtaining control in publicly traded corporations with dispersed ownership....

Corporate Governance and Acquirer Returns

The Origins of the Market for Corporate Control

This paper, which was prepared for a University of Illinois College of Law symposium honoring Prof. Larry Ribstein, examines the origins of the market...

The Rise of Anti-Activist Poison Pills

We provide the first systematic evidence of contractual innovation in the terms of poison pill plans. In response to the increase in hedge fund activism,...

Make It or Break It: The Break-Through Rule as a Break-Through for the European Takeover Directive?

A Simple Theory of Takeover Regulation in the United States and Europe

The Biases of an ?Unbiased? Optional Takeovers Regime: The Mandatory Bid Threshold as a Reverse Drawbridge

The role of private ordering in takeover regulation is one of the most relevant and interesting issues regarding the optimal regime for acquisitions of...

Does Transparency Increase Takeover Vulnerability?

We study how transparency affects takeover probability and stock returns. If transparency helps acquiring firms to determine target value or synergy,...

Pandemic-Resistant Corporate Law: How to Help Companies Cope with Existential Threats and Extreme Uncertainty During the Covid-19 Crisis

This essay argues that, to address the Covid-19 crisis, in addition to creating a special temporary insolvency regime, relaxing provisions for...

An American Perspective on the New German Anti-takeover Law