Lucian Bebchuk "The Case for Facilitating Competing Tender Offers," 95 Harvard Law Review 1028-1056 (1982).

abstract:

Last year in this journal, Professors Easterbrook and Fischel advocated a rule that would require management to be passive in the face of a takeover bid, and argued that even resistance that triggers a bidding contest is undesirable. They reasoned that bidding contests curtail the search for takeover targets and thus are ultimately detrimental to shareholder welfare. In this Comment, Mr. Bebchuk maintains that bidding contests are consistent with a substantial level of search, and argued that even resistance that triggers a bidding contest is undesirable. They reasoned that bidding contests curtail the search for takeover targets and thus are ultimately detrimental to shareholder welfare. In this Comment, Mr. Bebchuk maintains that bidding contests are consistent with a substantial level of search, and argues that facilitating competing bids is desirable for both target shareholders and society. Consequently, he endorses regulations that provide time for competing bids, and supports a rule that would allow management to solicit competing bids as long as it does not obstruct the initial or any subsequent tender offer.

 

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