1985) (holding that antitakeover measures
that are enacted in furtherance of the board's duties of care and good faith are legitimate).
Alternatively, Comment and Schwert (1995) state that antitakeover measures
are unlikely to alter a firm's probability of being acquired and are not a significant tool for management to entrench and protect themselves.
This year, those groups have focused on majority voting, executive compensation, and repealing antitakeover measures
(especially poison pills and classified board structures).
Several governance researchers have included former officers in their operationalizations of director dependence, including studies of the adoption of antitakeover measures
, golden parachutes, and target firm shareholder interests.
Both LBOs and LRs are antitakeover measures
in that they can be motivated by the threat of a takeover by outsiders.
Current management issues the board may wish to reexamine may include the company's strategic and operating plans, conflict of interest situations, pending acquisitions or takeover bids, pending proxy contests, antitakeover measures
under consideration, and specific human resources and regulatory compliance issues.
In the context of takeovers, this means that institutional investors will avoid firms managed by entrenched management, who will most likely resist any takeover attempts by adopting severe antitakeover measures
In 1986 the CEO of GTE wrote to the CEOs of a number of large firms requesting that they instruct their firms' pension funds to vote in favor of antitakeover measures
proposed by GTE management.
The development of antitakeover measures
and poison pills could facilitate management entrenchment to avoid the fundamental improvements required.
Corporate governance proposals that are placed on the ballot by shareholders include issues related to the restoration of shareholder rights that have been previously taken away by the company, the adoption of proxy voting rules that are deemed to be more favorable to the shareholders, the repeal of certain antitakeover measures
and issues that relate to the election of the board of directors.
Generally speaking, some leading experts seem to agree that today's antitakeover measures
, particularly Section 203, severely limit unsolicited offers and some even question its constitutionality.
to oppose its adoption of antitakeover measures
, reduced shares in five Japanese firms, while increasing equity in two firms.
Evidence that pension plan sponsors are pressuring outside managers to approve antitakeover measures
that are contrary to the interests of beneficial owners, and that some managers have succumbed to these pressures, has become the focal point for broader Congressional concern about conflicts of interest.
As Comment and Schwert assert "Overall, our evidence casts doubt on the view that antitakeover measures
[including poison pills] are used primarily to entrench incumbent management (Comment & Schwert, 1995: 6).