Bebchuk and Allen Ferrell, "Federalism and Takeover Law: The
Race to Protect Managers From Takeovers", In Regulatory Competition
and Economic Integration
(D. Esty and D. Geradin, ed., Oxford University Press),
pp. 68-94 (2001)
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.
Last updated: Dec. 2002
Copyright © The President and Fellows of Harvard College.
Comments and questions should be directed to Sigal Bar-Gill at: firstname.lastname@example.org