Working Paper: NBER ID: w7232
Authors: Lucian Arye Bebchuk; Allen Ferrell
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.
Keywords: takeover law; state competition; shareholder interests; managerial preferences
JEL Codes: K22; G34
Edges that are evidenced by causal inference methods are in orange, and the rest are in light blue.
| Cause | Effect |
|---|---|
| state competition (L49) | takeover laws (G34) |
| state competition (L49) | protective laws for incumbent managers (J54) |
| managerial interests (L21) | takeover laws (G34) |
| takeover laws (G34) | shareholder interests (G34) |
| state competition (L49) | inefficiencies in takeover law (G34) |
| ambiguity in takeover law (G34) | frequent litigation (K41) |
| British City Code (R38) | shareholder interests (G34) |