DealLawyers.com Blog

For as long as anyone can remember, there’s been a debate over whether anti-takeover protections are a useful tool to help build long-term value – or whether they just entrench management.  This recent study by three b-school profs supports the long-term value side of the debate.  Here’s the abstract:

We make use of data on anti-takeover provisions (ATPs) and top management characteristics hand-collected from IPO prospectuses to analyze the effect of the pre-IPO innovativeness and the top management quality of private firms on the number and strength of ATPs in their corporate charters (formed at IPO). We test two opposing hypotheses: the “long-term value creation” hypothesis, which predicts that more innovative private firms and those with higher top management quality will include a larger number of (and stronger) ATPs in their corporate charters; and the “management entrenchment” hypothesis, which makes the opposite prediction.

Our empirical findings are as follows. First, firms with greater pre-IPO innovativeness (as measured by the number of patents and citations per patent) and higher top management quality are each associated with a larger number of and stronger ATPs; the joint effect of pre-IPO innovativeness and top management quality on the number and strength of ATPs is also positive. Second, firms with stronger ATPs at IPO have significantly greater post-IPO innovation productivity, measured by the quantity and quality of innovation, as well as by the economic and scientific significance of the patents produced.

The joint effect of strong ATPs and higher top management quality on post-IPO innovation is also positive. Finally, the IPO market rewards firms with a combination of greater pre-IPO innovation productivity and stronger ATPs with higher IPO and immediate post-IPO secondary market valuations. Overall, our findings support the long-term value creation hypothesis and reject the management entrenchment hypothesis.

Well, I’m glad that’s settled. . .

– John Jenkins