Evaulating State Anti-Takeover Legislation: A Broadminded New Approach to Corporation Law or “A Race to the Bottom”?

Monday, January 1st, 1990 at 12:00 am by Alan E. Garfield
Alan E. Garfield, Evaulating State Anti-Takeover Legislation: A Broadminded New Approach to Corporation Law or “A Race to the Bottom”?, 1990 Colum. Bus. L. Rev. 119

States have been regulating corporate takeovers for over twenty years. During this time scholars have had widely differing opinions regarding the true impact of the legislation. Some scholars think it protects shareholders, others think it entrenches current managers, while still others think of it as unlawful protectionism. Despite the array of opinions pertaining to the legislative intervention, scholars have tacitly agreed on the standard by which it should be evaluated. The consensus standard is that takeover statutes should be assessed based on their beneficial impact upon shareholders. In a series of recent articles, however, two scholars, Lyman Johnson and David Millon, have struck at the very heart of the earlier scholarship by questioning whether the shareholder standard is itself appropriate.

Author Information

Associate Professor of Law, Widener University School of Law. B.A. 1979, Brandeis University; J.D. 1983, University of California at Los Angeles.