118) Even scholars who belong to the race-to-the-top camp take the view that some of the antitakeover
protections accepted by Delaware law go beyond those desirable to shareholders.
The authors find that states that offer stronger antitakeover
protections are significantly more successful in retaining in-state companies and in attracting out-of-state incorporations.
In the same legal vein, we learn that Massachusetts antitakeover
legislation was signed on the front steps of Gillette's major plant, near its Boston headquarters.
As noted previously, some states have already enacted antitakeover
laws, and the Supreme Court has sanctioned this practice in at least one case.
Several factors contribute to the increased interest in the proxy voting process: the acquisition boom of the 1980s that prompted the enactment of antitakeover
provisions; activism by shareholders in the corporate governance area; and the Department of Labor's guidance that the proxy vote is a plan asset and the plan sponsor thus has a fiduciary responsibility to make sure the vote is cast in the best interest of the plan beneficiaries.
Employee stock ownership plans flourished in 1989 because of their use as an antitakeover
tool and their unique tax advantages.
We employ a comprehensive measure of corporate governance that encompasses those governance mechanisms that have received the most attention in the academic literature, namely, board and chief executive officer (CEO) characteristics, compensation, insider ownership, transparency, and antitakeover
He regularly represents public and private companies in a variety of industries on corporate governance matters, change in control issues, and antitakeover
adopted more, and more restrictive, statutory antitakeover
91 billion yen due to costs in adopting antitakeover
measures against U.
For example, they may vote with management on proposals that tend to favor management over shareholders, such as antitakeover
If the expiration date had been the date of our last amendment, based on information available to us, we believe that all conditions to the offer would have been satisfied, except for the conditions that (1) a majority of the outstanding shares be tendered, (2) Applica's Board takes action to exempt our tender offer from Florida's antitakeover
laws, (3) the Harbinger-Applica merger agreement being terminated or a court ordering that the Harbinger- Applica merger agreement is not binding on Applica, and (4) the Applica Board not recommending against the tender offer.