The Development of the Takeover Auction Process: The Evolution of Property Rights in the Modern Wild West

William O. Brown, Tingting Liu and J. Harold Mulherin

Journal of Law and Economics, 2022, vol. 65, issue 4, 715 - 751

Abstract: Using a unique, hand-collected sample of US acquisitions, we study the interaction between the legal system and the takeover auction process from 1981 to 2020. We associate the strengthening of the property rights of targets’ boards after the 1989 Time Inc. decision with fundamental changes in the takeover auction process. This strengthening of the boards’ property rights has moved the auction process from a public one to a behind-the-scenes one in which targets’ boards control both the number of bidders and the flow of information. Targets’ boards are more likely to initiate the auction themselves, and the length of the private negotiation process has significantly lengthened. This fundamental change has benefited target shareholders.

Date: 2022
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