The Nature of Discipline by Corporate Takeovers
利用1979至1998年美国目标公司样本，全面考察公司收购市场的惩戒作用，发现当内部控制机制较弱时，收购市场作为最后的外部惩戒手段介入。
ABSTRACT This paper provides a comprehensive examination of the disciplinary role of the corporate takeover market using a sample of U.S. target firms over the period 1979 to 1998. The time period spanned allows a broader study not only of the disciplinary role of the takeover market in general, but also of the interaction between the takeover market and alternative governance mechanisms during the 1980s and 1990s. Overall, our evidence is consistent with the view of the corporate takeover market as a “court of last resort,” that is, it is an external source of discipline that intercedes when internal control mechanisms are relatively weak or ineffective.