Corporate Governance and Merger Activity in the United States: Making Sense of the 1980s and 1990s
描述了1980年代以来美国公司治理和并购活动的变化，解释了1980年代杠杆收购和敌意收购盛行，而1990年代内部治理机制作用更大，并探讨了股东价值导向的持久性。
This paper describes and considers explanations for changes in corporate governance and merger activity in the United States since 1980. Corporate governance in the 1980s was dominated by intense merger activity distinguished by the prevalence of leveraged buyouts (LBOs) and hostility. After a brief decline in the early 1990s, substantial merger activity resumed in the second half of the decade, while LBOs and hostility did not. Instead, internal corporate governance mechanisms appear to have played a larger role in the 1990s. We conclude by considering whether these changes and the movement toward shareholder value are likely to be permanent.