Determinants of the Choice of the Hostile Takeover Mechanism: An Empirical Analysis of Tender Offers and Proxy Contests
研究目标公司财务表现、资本结构和所有权特征如何影响敌意收购中选择要约收购还是代理权争夺，发现财务差、高杠杆和管理层控制的公司更可能遭遇代理权争夺。
This paper investigates the influence of target firm performance, capital structure, and ownership profile on the decision to pursue a hostile tender offer or, alternatively, a proxy contest. Empirically, firms with poorer financial performance are more likely to experience a proxy contest as opposed to a tender offer. Firms that are more highly leveraged and that tend to be management-controlled are more likely to be targets of proxy contests than of tender offers.