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How has takeover competition changed over time?

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  • Liu, Tingting
  • Mulherin, J. Harold
Abstract
We study a random sample of completed and withdrawn takeovers during the 1981 to 2014 time period to provide new evidence on the role of takeover impediments such as poison pills, staggered boards and state antitakeover devices. Do such impediments act in the interest of management by promoting entrenchment or do they act in shareholder interest by improving bargaining power during the takeover auction process? We first confirm the growing trend of takeover impediments over time in our sample. We then relate these trends to changes in the takeover auction process over time. Although we corroborate prior findings of a decline in hostile takeovers and publicly reported takeover auctions between the 1980s and later time periods, we find that takeover competition across the entire auction process between deal initiation and completion has not declined. In effect, takeover competition via auctions has gone underground. Moreover, takeover premiums have not declined over time. We interpret the results to be consistent with the shareholder interest/bargaining power hypothesis and inconsistent with the management interest/entrenchment hypothesis. Our analysis highlights the usefulness of research sources for SEC merger documents including microfiche, Lexis Nexis and Thomson One Financial that provide historical information on the takeover auction process prior to the EDGAR filings that started in the mid-1990s.

Suggested Citation

  • Liu, Tingting & Mulherin, J. Harold, 2018. "How has takeover competition changed over time?," Journal of Corporate Finance, Elsevier, vol. 49(C), pages 104-119.
    • Handle: RePEc:eee:corfin:v:49:y:2018:i:c:p:104-119
    DOI: 10.1016/j.jcorpfin.2018.01.005
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    References listed on IDEAS

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    1. Ryngaert, Michael & Scholten, Ralph, 2010. "Have changing takeover defense rules and strategies entrenched management and damaged shareholders? The case of defeated takeover bids," Journal of Corporate Finance, Elsevier, vol. 16(1), pages 16-37, February.
    2. Jeremy Bulow & Paul Klemperer, 2009. "Why Do Sellers (Usually) Prefer Auctions?," American Economic Review, American Economic Association, vol. 99(4), pages 1544-1575, September.
    3. Audra L. Boone & J. Harold Mulherin, 2009. "Is There One Best Way to Sell a Company? Auctions Versus Negotiations and Controlled Sales1," Journal of Applied Corporate Finance, Morgan Stanley, vol. 21(3), pages 28-37, June.
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    9. Heron, Randall A. & Lie, Erik, 2015. "The effect of poison pill adoptions and court rulings on firm entrenchment," Journal of Corporate Finance, Elsevier, vol. 35(C), pages 286-296.
    10. French, Kenneth R & McCormick, Robert E, 1984. "Sealed Bids, Sunk Costs, and the Process of Competition," The Journal of Business, University of Chicago Press, vol. 57(4), pages 417-441, October.
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    Citations

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    Cited by:

    1. Karpoff, Jonathan M. & Schonlau, Robert & Wehrly, Eric, 2022. "Which antitakeover provisions deter takeovers?," Journal of Corporate Finance, Elsevier, vol. 75(C).
    2. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 650-699.
    3. Becher, David & Jensen, Tyler K. & Liu, Tingting, 2020. "Acquisitions and funding conditions," Journal of Corporate Finance, Elsevier, vol. 65(C).
    4. Li, Di & Taylor, Lucian A. & Wang, Wenyu, 2018. "Inefficiencies and externalities from opportunistic acquirers," Journal of Financial Economics, Elsevier, vol. 130(2), pages 265-290.
    5. Hubert Bruslerie & Jérôme Caby, 2023. "Ex-ante determinants to delist or not delist targets after an M&A," Review of Quantitative Finance and Accounting, Springer, vol. 61(4), pages 1441-1478, November.
    6. Aktas, Nihat & Xu, Guosong & Yurtoglu, Burcin, 2018. "She is mine: Determinants and value effects of early announcements in takeovers," Journal of Corporate Finance, Elsevier, vol. 50(C), pages 180-202.

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    More about this item

    Keywords

    Takeover impediments; Takeover competition; Underground auctions;
    All these keywords.

    JEL classification:

    • G14 - Financial Economics - - General Financial Markets - - - Information and Market Efficiency; Event Studies; Insider Trading
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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