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Just Say No: The Effects of Delaware Antitakeover Law on Shareholder Wealth

https://doi.org/10.2139/ssrn.1860316
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3 of 37 checkable references need attention · checked 2026-08-28

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References needing attention

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Corporate Law. Appraisal Rights. Delaware Supreme Court Holds That a Minority Shareholder Is Entitled to Value Added during the Interim Period of a Two-Step Takeover. Cede & Co. v. Technicolor, Inc., 684 A.2d 289 (Del. 1996)
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The 69 references without a DOI — listed, not checked
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no DOI — not checkedThe Proper Role Of A Target's Management In Responding To A Tender Offer, 94 Harv
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no DOI — not checkedThe Exxon-Mobil Merger: An Archetype
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no DOI — not checkedAn old rule of thumb holds that for every 10% increase in a company's size, the CEO's pay goes up 3%
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no DOI — not checkedfor an overview of the efficient market hypothesis and how it plays a role in the takeover debate
no DOI — not checkedUsing a 10% discount rate and basic financial formulas, the intrinsic value of this company would be $30. The share price, on the other hand, might be higher or lower depending on what the market thinks the company will actually pay out in dividends and how risky the investment is. While intrinsic value is what you expect to earn from holding the shares, market value is the price at which you can buy or sell the shares
no DOI — not checkedref34
no DOI — not checkedDelaware's Takeover Law: The Uncertain Search for Hidden Value
no DOI — not checkedEfficient Capital Market Theory, the Market for Corporate Control, and the Regulation of Cash Tender Offers, 57 Tex
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no DOI — not checkedthe principal displacement mechanism by which the capital market may police the performance of management and thereby justify the central role accorded management in other displacement mechanisms. Defensive tactics, because they alter the allocation of tender offer responsibility between management and shareholders contemplated by this structure, are inappropriate
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no DOI — not checkedDelaware's Intermediate Standard for Defensive Tactics: Is There Substance to Proportionality Review?
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no DOI — not checkedHow Managerial Wealth Affects the Tender Offer Process
no DOI — not checked) ("in an efficient market there is no way for most investors to achieve consistently superior rates of return
no DOI — not checkedthere is no other proposition in economics which has more solid empirical evidence supporting it than the efficient market hypothesis
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no DOI — not checkedFor example, even though mutual funds have a turnover that more closely resembles the arbitrageurs than long term investors, the mutual funds are investing with a focus on the long term. These type of shareholders value the company in terms of its long-term prospects rather than valuing the shares themselves for their potential at making quick profits from market imperfections. 57 "[T]he bad arbs and hedge funds who bought in, had obviously bought their shares from folks who were glad to take the profits that came with market prices generated by the Merger and Vector Capital's hint of a higher price. These folks, one can surmise, had satisfied whatever long-term objective they had for their investment in Inter-Tel
no DOI — not checkedThe threat that merger arbs will tender into an inadequately priced offer is only a legitimate threat if the offer is indeed inadequate
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no DOI — not checkedManaging Our Way to Economic Decline
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no DOI — not checkedAlthough the target's shareholders may receive a higher price, these gains are exactly offset by the bidder's payment and thus by a loss to the bidder's shareholders
no DOI — not checkedManagerial Control of Voting Rights, Financing Policies, and the Market for Corporate Control
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no DOI — not checked) management must actually expect the value of the company to be greater than the offer-and be correct that the offer is in fact inadequate, and (2) the stockholders must reject management's advice or believe that management will not deliver on its promise. Both elements must be present because without the first element, shareholders who accept a structurally non-coercive offer have not made a mistake. Without the second element, shareholders will believe management and reject underpriced offers
no DOI — not checkedSettling the Debate: A Response to Professor Bebchuk's Proposed Reform of Hostile Takeover Defenses, 57 Ala
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no DOI — not checkedmade for part or all of a target company's equity securities, and ending at such time thereafter that the offeror shall have had a reasonable period in which to present the offer to target shareholders, no action shall be taken by the target company which could interfere with the success of the offer or result in the shareholders of the target company being denied the opportunity to tender their shares, except that the target company (1) may disclose to the public or its shareholders information bearing on the value or the attractiveness of the offer, and (2) may seek out alternative transactions which it believes may be more favorable to target shareholders
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