Knights, Raiders, and Targets: The Impact of the Hostile Takeover

Paperback | June 1, 1988

EditorJohn C. Coffee, Louis Lowenstein, Susan Rose-Ackerman

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Fascinating as the corporate takeovers of recent years have been--with their "golden parachutes" and junk bonds, "greenmailers" and white knights--it is far from clear what underlying forces are at work, and what their long-term consequences will be. Debate over these questions has becomepolarized: some see takeover threats as disciplinary mechanisms that induce managers to behave efficiently and move assets to higher valued uses or into the hands of more efficient managers; others claim that corporate raiders have produced few observable increases in operating efficiency, butrather have disrupted business planning, enforced a preoccupation with the short-term, and tilted the balance sheets of corporate America towards dangerously high debt levels. Such sharp conflicts in theory and evidence have produced considerable governmental confusion concerning the appropriatepolicy response. Scores of bills have been introduced in Congress, but legislators are no more in agreement than scholars.Knights, Raiders, and Targets represents one of the first sustained efforts to refine and clarify these issues. Based on papers presented at a symposium sponsored by the Columbia Law School's Center for Law and Economic Studies, it also includes discussion of the informal presentations made at thesymposium by the CEOs of several major corporations. This important book airs new theories and offers vital and exciting discussion of the essential issues attached to an event that has become central to American corporate culture.

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Fascinating as the corporate takeovers of recent years have been--with their "golden parachutes" and junk bonds, "greenmailers" and white knights--it is far from clear what underlying forces are at work, and what their long-term consequences will be. Debate over these questions has becomepolarized: some see takeover threats as discipli...

John C. Coffee is at Columbia University. Louis Lowenstein is at Columbia University Law School.

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Format:PaperbackDimensions:560 pages, 9.17 × 6.5 × 1.06 inPublished:June 1, 1988Publisher:Oxford University Press

The following ISBNs are associated with this title:

ISBN - 10:0195044045

ISBN - 13:9780195044041

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Table of Contents

ContributorsSponsorsIntroduction1. Hostile Takeovers and Junk Bond Financing: A Panel DiscussionCAPITAL MARKETS, EFFICIENCY, AND CORPORATE CONTROL2. Martin Shubik: Corporate Control, Efficient Markets, and the Public Good3. Robert J. Shiller: Fashions, Fads, and Bubbles in Financial Markets4. Franklin R. Edwards: Comment5. Michael A. Salinger: CommentMANAGERIAL BEHAVIOR AND TAKEOVERS6. John C. Coffee, Jr.: Shareholders Versus Managers: the Strain in the Corporate Web7. Malcolm S. Salter and Wolf A. Weinhold: Corporate Takeovers: Financial Boom or Organizational Bust?8. Victor Brudney: Comment9. Melvin A. Eisenberg: Comment: Golden Parachutes and Managers--A Risk-Neutral Perspective10. Oliver E. Williamson: Comment: Shareholders and Managers--A Risk-Neutral PerspectiveEVIDENCE ON THE GAINS FROM MERGERS AND TAKEOVERS11. Ellen B. Magenheim and Dennis C. Mueller: Are Acquiring-Firm Shareholders Better Off after an Acquisition?12. David J. Ravenscraft and F. M. Scherer: Mergers and Managerial Performance13. Edward S. Herman and Louis Lowenstein: The Efficiency Effects of Hostile Takeovers14. Richard Roll: Empirical Evidence on Takeover Activity and Shareholder Wealth15. Michael Bradley and Gregg A. Jarrell: Comment16. Warren A. Law: Comment17. DiscussionMERGERS AND TAKEOVERS: TAXES, CAPITAL STRUCTURE, AND THE INCENTIVES OF MANAGERS18. Ronald J. Gilson, Myron S. Scholes, and Mark A. Wolfson: Taxation and the Dynamics of Corporate Control: The Uncertain Case for Tax-Motivated Acquisitions19. Alan J. Auerbach and David Reishus: Taxes and the Merger Decision20. Michael C. Jensen: The Takeover Controversy: Analysis and Evidence21. Richard S. Ruback: Comment22. John L. Vogelstein: Comment23. Elliott J. Weiss: Comment24. Martin D. Ginsburg: CommentLEGAL RULES, TAKEOVER STRATEGIES, AND DEFENSIVE TACTICS25. Lucian Arye Bebchuk: The Pressure to Tender: An Analysis and a Proposed Remedy26. Deborah A. DeMott: Comparative Dimensions of Takeover Regulation27. Peter Frazer: The Regulation of Takeovers in Great Britain28. Douglas H. Ginsburg: Comment29. Marshall L. Small: Comment30. Stanley Sporkin: CommentONE SHARE, ONE VOTE31. Joel Seligman: Stock Exchange Rules Affecting Takeovers and Control Transactions32. Daniel R. Fischel: Organized Exchanges and the Regulation of Dual Class Common Stock33. Robert H. Mundheim: Comment34. A. A. Sommer, Jr.: CommentIndex

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"Comprehensive treatment of important issues...useful as a supplement to law-and-economics courses."--Donald Solar, C. W. Post College