Table of Contents

Research Handbook on Mergers and Acquisitions

Research Handbook on Mergers and Acquisitions

Research Handbooks in Corporate Law and Governance series

Edited by Claire A. Hill and Steven Davidoff Solomon

Global in scope and written by leading scholars in the field, the Research Handbook on Mergers and Acquisitions is a modern-day survey of the state of M & A. Its chapters explore the history of mergers and acquisitions and also consider the theory behind the structure of modern transaction documentation. The book also address other key M & A issues, such as takeover defenses; judges and practitioners' perspectives on litigation; the appraisal remedy and other aspects of Federal and state law, as well as M & A considerations in the structure of start-ups. This Handbook will be an invaluable resource for scholars, practitioners, judges and legislators.

Chapter 8: Takeover defenses: the lay of the land and disputed sign posts

Jordan M. Barry

Subjects: law - academic, corporate law and governance, finance and banking law


Scholars have spilled a remarkable amount of ink on the topic of takeover defenses. Despite – or perhaps because of – this, there remains remarkably little scholarly consensus on the topic. This chapter provides an overview of some of the ongoing scholarly debates surrounding corporate takeover defenses. It begins with background on the poison pill, widely considered to be the most important takeover defense for U.S. firms, before turning to studies of poison pills and other takeover defenses, in particular staggered boards. The chapter then considers the scholarly literature on why different firms adopt different levels of takeover defenses. The final two sections of this chapter discuss rapidly growing areas of scholarship that have implications for the literature on takeover defenses: the debate over whether U.S public corporations are myopic and the scholarship surrounding empty voting.

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