"Breach of Trust" in Takeovers and the Optimal Corporate Charter
用不完全契约框架分析收购和防御措施如何影响目标公司价值，发现股东可通过毒丸计划和金色降落伞解决利益相关者投资不足问题，同时不放弃有利可图的收购。
This paper analyzes how takeovers and takeover defenses affect the value of target companies, using an incomplete contracts framework.We consider a raider who intends to improve the efficiency of production and to appropriate the rents enjoyed by stakeholders of the company.Anticipating this rent shifting the stakeholders invest too little in relationship specific assets which may offset the ex post value increase.Our main focus is on how the corporate charter should be designed to mitigate these inefficien- cies.We show that shareholders can use poison pills and golden parachutes to solve the underinvestment problem without forgoing profitable takeovers.