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The causes and consequences of takeover defense: Evidence from greenmail

Journal of Corporate Finance 1994 1(2), 201-231
We study the joint distribution of ownership, performance, managerial turnover, and takeover activity at repurchasing firms during a five-year period centered on the repurchase, and compare this to the distribution of these variables for a control sample selected on the basis of size and industry. This evidence illuminates the link between defensive activity and performance, as well as the impact of defensive activity on the experience of firms and managers. We find that the performance of firms that pay greenmail is no worse than the performance of firms of similar size that operate in the same industry, either prior to the repurchase or following the repurchase. The fate of managers at firms that pay greenmail appears to reflect their performance, as does the occurence of takeover activity. The frequency of takeover activity cannot be distinguished from the frequency of takeover activity at firms involved in a 13-D filing. Bid premia appear to be unaffected by the payment of greenmail.

Voting power in the proxy process

Journal of Financial Economics 1991 30(1), 193-225
The likelihood that a firm will enact a management-sponsored antitakeover charter amendment depends on ownership structure. This implies that the adoption of antitakeover amendments may be anticipated. Then announcement returns provide a biased estimate of wealth effects. An estimator that corrects for the bias induced by anticipation indicates that the enactment of an antitakeover amendment is associated with a statistically significant decrease in shareholder wealth. The voting power of employee stock ownership plans and the chief executive officer plays a prominent role in determining whether a firm will adopt this type of takeover defense.