Takeover defenses, innovation, and value creation: Evidence from acquisition decisions
研究了反收购条款对难以估值公司的影响，发现这类公司若管理层受反收购条款保护，其收购决策能创造更多股东财富并促进创新。
The desirability of antitakeover provisions ( ATPs ) is a contentious issue. ATPs might enable managerial empire building by insulating managers from disciplinary takeovers. However, some companies, such as “hard‐to‐value” ( HTV ) companies, might trade at a discount due to valuation difficulties, thereby exposing HTV companies to opportunistic takeovers and creating agency conflicts of managerial risk aversion. ATPs might ameliorate such managerial risk aversion by inhibiting opportunistic takeovers. This paper analyzes acquisitions made by HTV firms, focusing on whether the acquirer (not the target) is entrenched in order to examine the impact of entrenchment managerial decision making. The results show that HTV firms that are entrenched make acquisitions that generate more shareholder wealth and are more likely to increase corporate innovation, suggesting that ATPs can be beneficial in some firms . Copyright © 2013 John Wiley & Sons, Ltd.