Federalism and Takeover Law: The Race to Protect Managers from Takeovers

Lucian Bebchuk () and Allen Ferrell

No 7232, NBER Working Papers from National Bureau of Economic Research, Inc

Abstract: This paper analyzes certain important shortcomings of state competition in corporate law. In particular, we show, with respect to takeovers, states have incentives to produce rules that excessively protect incumbent managers. The development of state takeover law, we argue, is consistent with our theory. States have adopted antitakeover statutes that have little policy basis, and, more importantly, they have provided managers with a wider and more open-ended latitude to engage in defensive tactics than endorsed even by the commentators most favorable to such tactics. Furthermore, states have elected, even though they could have done otherwise, to impose antitakeover protections on shareholders, who did not appear to favor them, in a way that left shareholders with little choice or say. Finally, we conclude by pointing out that proponents of state competition cannot reconcile their views with the evolution of state takeover law---and should therefore reconsider their unqualified support of state competition.

JEL-codes: G30 G34 (search for similar items in EconPapers)
Date: 2000-06
New Economics Papers: this item is included in nep-fin
Note: LE
References: Add references at CitEc
Citations: View citations in EconPapers (9)

Published as "Federalism and Corportate Law: The Race to Protect Managers from Takovers." Columbia Law Review, vol. 99, no.5, pp. 1168-1199 (1999)

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