supermajority nonfair price amendments
Springer Online Journal Archives 1860-2000
Abstract Separation of corporate ownership and control creates an environment whereby the agent (management) may pursue self-interests at the expense of the principal (stockholders). One mechanism protecting stockholders from self-interested management is the market for corporate control, or the takeover market. Antitakeover devices impede the operations of this market. This paper reports on the study of one type of antitakeover device, the supermajority nonfair price amendment. This device is particularly onerous, and if antitakeover devices do protect inefficient management as has been alluded to in the literature, then evidence of inefficiency should be observable for companies adopting supermajority nonfair price amendments. To test the above proposition, we examine the difference in performance over a seven-year period (1) Between firms having supermajority nonfair price amendments and a set of matched firms that do not have these devices, and (2) between firms with these amendments and their respective industries. In both tests, performance was lower for the firms adopting these amendments, which suggests that these devices are used to protect inefficient management. Further, the argument that managers of firms which adopt antitakeover devices so that they can take a long-term outlook at the expense of short-term profitability was not supported by the data.
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