State Corporation Laws and Shareholders: The Recent Experience

Jeffry M. Netter · Annette B. Poulsen

48 citations0/0 files storedFinancial Management

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Corporate Finance and Governance Corporate Insolvency and Governance Corporate Governance and Law

Abstract

N The dramatic rise in the number and value of takeovers in the 1980s has increased the risk of being a corporate manager. Many sources document this growth; see Bradley, Desai, and Kim [3] and Jarrell and Poulsen [17]. Frequently, managers are replaced after a successful takeover, and because of this threat of removal, target managers in control contests face a conflict of interests between loyalty to their shareholders and their own self-interest. Additionally, given the possibilities for self-serving behavior, shareholder litigation against management has become almost standard during and after a takeover. These changes, along with an increased potential for personal liability for corporate decision making and a crisis in liability insurance, have combined to make managerial decision making more perilous in recent years. Managers have attempted to reduce these risks in various ways that potentially could be detrimental to shareholders. Therefore, tests are performed here of the recent shareholder wealth effects of two related

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References

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