Takeover Dangers and Non-Shareholders: Who Should Be Our Brothers’ Keeper?

Friday, January 1st, 1988 at 12:00 am by Christopher J. Smart
Christopher J. Smart, Takeover Dangers and Non-Shareholders: Who Should Be Our Brothers’ Keeper?, 1988 Colum. Bus. L. Rev. 301

The discretion afforded target directors by state anti-takeover statutes significantly affects the market for corporate control. These statutes give target directors considerable command over the transfer of corporate ownership, especially since their decisions to reject tender offers are protected by the business judgment rule. This Note questions the propriety of state anti-takeover statutes that enable target directors to thwart hostile bids for the purpose of protecting non-shareholders from takeover dangers.

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