as an antitakeover measure
in light of global realignment in the industry since around 2000, but their share prices have fallen recently amid a deterioration in the balance of global steel supply and demand.
The court first asks whether the antitakeover measure
was adopted in response to a legitimate threat to corporate interests.
Whether or not an antitakeover measure
is in place when a bid is contemplated may not be particularly important to the raider since managers can implement antitakeover devices such as poison pills relatively quickly.
Several researchers have investigated the possibility that other corporate governance factors such as stock ownership structure and board composition may help to determine the likelihood that a firm will adopt an antitakeover measure
, such as a poison pill or antitakeover amendment, and the extent to which such measures will impact the firm.
Originally conceived as an antitakeover measure
, the practice of electing only a third of the board each year, to serve for three years, puts a closer focus on the performance of those up for reelection and permits the CEO to engineer a change or two in the slate without seeming to threaten the board as a whole.
Evidence on the Deterrence and Wealth Effects of Modern Antitakeover Measures
, 39 J.
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 measures
307) See Coates, supra note 6, at 291-97, 306-10, 328-36 (providing evidence that pill adoptions do not affect bids, that poison pills do not correlate with other firm traits, and that certain other antitakeover measures
have not been shown to affect bids).
Rights agreements are popular antitakeover measures
, but the price at which the shareholder may purchase additional shares in the case of a takeover is usually set below or close to the market price.
Regan, "Dead End: Delaware's Response to the Recent Innovation in Corporate Antitakeover Measures
, the So-Called 'Dead Hand' Poison Pill, in Carmody v.
Whether the topic is executive compensation, majority voting for directors, or antitakeover measures
, the influence of shareholders on corporate policymaking is definitely on the rise.
While the existing literature reports conflicting findings concerning the relationship between the inside/outside director dichotomy and the adoption of antitakeover measures
, consistent with agency theory we propose: