Abstract
Recent literature on the takeover process widely emphasizes the extent to which the capital market acts as a disciplinary device by inciting firms to behave in a profit-maximizing fashion. However, existing theoretical work does not consider the probability of takeover to increase with the target firm underestimation. We propose that the theory may be incomplete and introduce an explicit link between the target firm value and the amount of private benefits extracted by the incumbent manager. We thus underline the responsibility - often neglected in previous work - of the incumbent manager in the takeover process.
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