Hostile Takeovers as Corporate Governance? Evidence from the 1980s

Abstract

The notion that hostile takeovers must play a key role in corporate governance, by bringing purportedly efficient financial market pressures to bear on poorly performing managers, often underlies proposals for financial sector reform. This paper tests the most influential explanation of takeovers, the free cash flow theory of debt-financed restructuring, against a comprehensive sample of large U.S. hostile takeovers from the years 1978‐89. The tests provide little support for the free cash flow hypothesis: that over-retention of corporate resources, relative to investment opportunities, would distinguish targets from other companies. Firms with less debt are more likely to have been taken over. But this and closely related evidence is more consistent with the idea that the takeover and credit markets underwent a period of speculative overheating. Thus the role played by hostile takeovers in the corporate restructuring of the 1980s does not suggest that facilitating such activity should be a goal of present day financial reforms, in Europe or elsewhere