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    • All HBS Web  (39)
      • Faculty Publications  (17)

      Takeover Defenses Remove Takeover Defenses →

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      • September 2017
      • Article

      Reexamining Staggered Boards and Shareholder Value

      By: Charles C.Y. Wang and Alma Cohen
      Cohen and Wang (2013) (CW2013) provide evidence consistent with market participants perceiving staggered boards to be value reducing. Amihud and Stoyanov (2016) (AS2016) contests these findings, reporting some specifications under which the results are not...  View Details
      Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Delaware; Airgas; Governing and Advisory Boards; Corporate Governance; Value
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      Wang, Charles C.Y., and Alma Cohen. "Reexamining Staggered Boards and Shareholder Value." Journal of Financial Economics 125, no. 3 (September 2017): 637–647.
      • 2015
      • Working Paper

      Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov

      By: Alma Cohen and Charles C.Y. Wang
      In a paper published in the Journal of Financial Economics in 2013, we provided evidence that market participants perceive staggered boards to be on average value-reducing. In a recent response paper, Amihud and Stoyanov (2015) “contest” our results. They...  View Details
      Keywords: Staggered Boards; Takeover Defense; Antitakeover Provision; Firm Value; Agency Costs; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Acquisition; Corporate Governance; Business and Shareholder Relations; Delaware
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      Cohen, Alma, and Charles C.Y. Wang. "Staggered Boards and Shareholder Value: A Reply to Amihud and Stoyanov." Harvard Business School Working Paper, No. 16-097, February 2016.
      • January 2016 (Revised January 2019)
      • Case

      The Allergan Board Under Fire (A)

      By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
      In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund...  View Details
      Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R&D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Governing and Advisory Boards; Mergers and Acquisitions; Corporate Governance; Management Teams; Business and Shareholder Relations; Pharmaceutical Industry
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      Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (A)." Harvard Business School Case 316-010, January 2016. (Revised January 2019.)
      • January 2016 (Revised January 2019)
      • Supplement

      The Allergan Board Under Fire (B)

      By: Lynn S. Paine, Suraj Srinivasan, John C. Coates and David Lane
      In 2014, the Allergan Inc. board of directors received a surprise takeover offer from Valeant Pharmaceuticals in alliance with hedge fund activist Bill Ackman's Pershing Square Capital Management. In the unprecedented arrangement between an acquirer and a hedge fund...  View Details
      Keywords: Allergan, Inc.; Valeant; Ackman; Pershing Square; Tender Offer; Activist Investors; Business Models; R&D; Board Of Directors; Securities Litigation; Acquisition Strategy; Takeover Defenses; Hedge Funds; Shareholder Rights; Proxy Contest; Shareholder Special Meetings; Legal Issues In Contested Takeovers; Corporate Governance; Investment Activism; Business and Stakeholder Relations; Business Model; Business and Shareholder Relations; Valuation; Pharmaceutical Industry
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      Paine, Lynn S., Suraj Srinivasan, John C. Coates, and David Lane. "The Allergan Board Under Fire (B)." Harvard Business School Supplement 316-029, January 2016. (Revised January 2019.)
      • July 2015
      • Exercise

      An Activist Approach: Castle Rock-Fultons-Remingtons

      By: Guhan Subramanian and Kait Szydlowski
      A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are...  View Details
      Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
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      Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Castle Rock-Fultons-Remingtons." Harvard Business School Exercise 916-011, July 2015.
      • July 2015
      • Exercise

      An Activist Approach: Confidential Role Assignment for Castle Rock Management

      By: Guhan Subramanian and Kait Szydlowski
      A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are...  View Details
      Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
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      Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Castle Rock Management." Harvard Business School Exercise 916-012, July 2015.
      • July 2015
      • Exercise

      An Activist Approach: Confidential Role Assignment for Fultons Department Stores

      By: Guhan Subramanian and Kait Szydlowski
      A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are...  View Details
      Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
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      Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Fultons Department Stores." Harvard Business School Exercise 916-013, July 2015.
      • July 2015
      • Exercise

      An Activist Approach: Confidential Role Assignment for Remingtons Housewares

      By: Guhan Subramanian and Kait Szydlowski
      A three party, multiple-issue negotiation exercise dealing with a potential merger between two leading department stores, called for by an activist investor hedge fund in a letter to both companies. Company management will now attempt to navigate next moves, which are...  View Details
      Keywords: Negotiation; Activist Investors; Takeover Defense; Negotiation Types; Mergers and Acquisitions; Corporate Governance; Investment Activism; Retail Industry
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      Subramanian, Guhan, and Kait Szydlowski. "An Activist Approach: Confidential Role Assignment for Remingtons Housewares." Harvard Business School Exercise 916-014, July 2015.
      • December 2013
      • Article

      How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment

      By: Alma Cohen and Charles C.Y. Wang
      The well-established negative correlation between staggered boards (SBs) and firm value could be due to SBs leading to lower value or a reflection of low-value firms' greater propensity to maintain SBs. We analyze the causal question using a natural experiment...  View Details
      Keywords: Staggered Board; Takeover Defense; Antitakeover Provision; Proxy Fight; Tobin's; Firm Value; Agency Cost; Delaware; Chancery Court; Airgas; Governing and Advisory Boards; Corporate Governance
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      Cohen, Alma, and Charles C.Y. Wang. "How Do Staggered Boards Affect Shareholder Value? Evidence from a Natural Experiment." Journal of Financial Economics 110, no. 3 (December 2013): 627–641.
      • October 2007 (Revised December 2008)
      • Background Note

      Evaluating M&A Deals: How Poison Pills Work

      By: Carliss Y. Baldwin
      The poison pill defense against hostile takeovers was invented in 1982 by Martin Lipton, of Wachtell, Lipton, Rosen and Katz. Pills are considered the most effective of all the normal defenses against a hostile bidder. Describes the two basic types of poison pills...  View Details
      Keywords: Negotiation Deal; Mergers and Acquisitions
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      Baldwin, Carliss Y. "Evaluating M&A Deals: How Poison Pills Work." Harvard Business School Background Note 208-061, October 2007. (Revised December 2008.)
      • fall 2005
      • Article

      Takeover Defenses and Bargaining Power

      By: Guhan Subramanian
      Keywords: Negotiation; Integration
      Citation
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      Subramanian, Guhan. "Takeover Defenses and Bargaining Power." Journal of Applied Corporate Finance 17, no. 4 (fall 2005).
      • December 2003 (Revised August 2004)
      • Case

      Circon (A) (Abridged)

      By: Brian J. Hall, Christopher Rose and Guhan Subramanian
      In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. CEO Richard Auhll recruited an old HBS friend, George Cloutier, to the Circon board to help him defend the company. Circon's primary defenses include a "poison pill" and a staggered board and...  View Details
      Keywords: Motivation and Incentives; Governing and Advisory Boards; Executive Compensation; Trust; Relationships; Acquisition; Business and Shareholder Relations; Medical Devices and Supplies Industry; United States
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      Hall, Brian J., Christopher Rose, and Guhan Subramanian. "Circon (A) (Abridged)." Harvard Business School Case 904-023, December 2003. (Revised August 2004.)
      • December 2003
      • Article

      Bargaining in the Shadow of Takeover Defenses

      By: Guhan Subramanian
      Keywords: Negotiation; Integration
      Citation
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      Subramanian, Guhan. "Bargaining in the Shadow of Takeover Defenses." Yale Law Journal 113, no. 3 (December 2003). (Selected by academics as one of the "top ten" articles in corporate/securities law for 2004, out of 439 articles published in that year.)
      • March 2001 (Revised December 2003)
      • Case

      Circon (A)

      By: Brian J. Hall, Guhan Subramanian and Christopher A Rose
      In 1996, U.S. Surgical launched a hostile takeover bid against Circon Corp. After building the company for 20 years, CEO Richard Auhll takes a defensive stand that includes inviting an old HBS friend (George Cloutier) to join the fight as a director of Circon. A...  View Details
      Keywords: Motivation and Incentives; Corporate Governance; Medical Devices and Supplies Industry; United States
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      Hall, Brian J., Guhan Subramanian, and Christopher A Rose. "Circon (A)." Harvard Business School Case 801-403, March 2001. (Revised December 2003.)
      • July 1999 (Revised April 2001)
      • Case

      Quickturn Design Systems, Inc. (A)

      By: Jay W. Lorsch and Katharina Pick
      Quickturn Design Systems, Inc. faces a hostile takeover bid from its competitor, Mentor Graphics. Mentor makes the bid at a moment when Quickturn's stock price is depressed and the company is defending against a patent suit filed by Mentor. The two companies have a...  View Details
      Keywords: Patents; Governing and Advisory Boards; Behavior; Lawsuits and Litigation; Organizations; Acquisition; Corporate Governance; Service Industry
      Citation
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      Lorsch, Jay W., and Katharina Pick. "Quickturn Design Systems, Inc. (A)." Harvard Business School Case 400-001, July 1999. (Revised April 2001.)
      • June 1998
      • Article

      A New Takeover Defense Mechanism: Using an Equal Treatment Agreement as an Alternative to the Poison Pill

      By: Guhan Subramanian
      Keywords: Strategy; Agreements and Arrangements; Horizontal Integration
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      Subramanian, Guhan. "A New Takeover Defense Mechanism: Using an Equal Treatment Agreement as an Alternative to the Poison Pill." Delaware Journal of Corporate Law 23, no. 2 (June 1998).
      • 1988
      • Chapter

      An Overview of Takeover Defenses

      By: R. S. Ruback
      Keywords: Acquisition
      Citation
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      Ruback, R. S. "An Overview of Takeover Defenses." In Mergers and Acquisitions, edited by A. J. Auerback. Chicago: University of Chicago Press, 1988.
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