Poison or Placebo
Evidence on the Deterrence and Wealth Effects of Modern Antitakeover Measures
Robert Comment
University of Rochester, Rochester, NY 14627
and U. S. Securities and Exchange Commission
G. William Schwert
University of Rochester, Rochester, NY 14627
and National Bureau of Economic Research
Journal of Financial Economics, 39 (September 1995) 3-43.
This paper provides large-sample evidence that poison pill rights
issues, control share laws, and business combination laws have not
systematically deterred takeovers and are unlikely to have caused
the demise of the 1980s market for corporate control, even though 87%
of all exchange-listed firms are now covered by one of these
antitakeover measures. We show that poison pills and control share
laws are reliably associated with higher takeover premiums for selling
shareholders, both unconditionally and conditional on a successful
takeover, and we provide updated event study evidence for the
three-quarters of all poison pills not yet analyzed. Antitakeover
measures increase the bargaining position of target firms, but they
do not prevent many transactions.
Key words: Poison pill, Antitakeover law, Merger, Tender offer, Takeover premium
JEL Classifications: G34, G38
Figures
Fig. 1 Monthly time series plot of proportion of all exchange-listed firms that are covered by
(1) control share laws, (2) business combination laws, (3) poison pill rights issues, (4) any of the above, and
(5) the proportion of all exchange-listed firms that received initial merger proposals, merger agreements, or
inter-firm tender offers each month during 1975-91 (left-hand scale).
Fig. 2 Number of cash-only and securities-only successful takeovers of exchange-listed firms in
the period 1975-91, by year of announcement.
Fig. 3 Monthly time series plot of the spread between the junk (less than Baa) and Aaa corporate bond
yields and the proportion of all exchange-listed firms that received initial merger proposals, merger agreements, or
inter-firm tender offers each month, 1975-91 (left-hand scale).
Fig. 4 Number of initial poison pill adoptions by year for all exchange-listed firms in the
period 1984-91. Also, market share of large law firms used in pill adoptions. The 'big-two' law firms are Wachtell Lipton
and Skadden Arps. The 'next-seven' law firms are Fried Frank Harris, Sullivan Cromwell, Cravath Swaine, Paul Weiss,
Wilkie Farr, Shearman Sterling, and Jones Day.
Fig. 5 Event study showing the cumulative proportion of firms receiving merger and acquisition
(M&A) announcements within a year of the date of adoption of an initial poison pill, for 960 exchange-listed firms that
adopted pills in the period 1983-90. The dotted line shows the cumulative fraction, over corresponding two-year periods,
for exchange-listed firms that never adopted a poison pill. M&A announcements include merger proposals, merger
agreements, and inter-firm tender offers, regardless of success.
Cited 11 times in the SSCI through April 1996
© Copyright 1995, Elsevier
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