Title

On Takeover Law and Regulatory Competition

Document Type

Article

Comments

Subsequently published in The Business Lawyer, Vol. 57, No. 3, May 2003, 1047-1068.

Abstract

This paper defends, and further develops, our earlier work on the effects of regulatory competition on takeover law. We have argued that competition for corporate charters provides incentives to states to protect incumbent managers from hostile takeovers, and that the empirical evidence is consistent with this account. To improve the performance of regulatory competition, we have put forward the possibility of choice-enhancing federal intervention; such intervention would expand shareholder choice, and encourage states to become more attentive to shareholder interests, with out imposing any mandatory arrangements. Replying to Jonathan Macey's response to our work, we show that none of his claims weaken our analysis.

Date of Authorship for this Version

March 2002