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To: BelowTheCrowd who wrote (167179)6/27/2002 2:25:55 PM
From: fingolfen  Read Replies (2) | Respond to of 186894
 
I usually find something wrong with academic arguements in the Wall Street Journal. In this case, I really can't. A combination of state and federal law, combined with a complete abdication of responsibility by the largest owners of stock have effectively insulated management from any real threats. So long as they don't actually commit fraud or other crimes, they are virtually impossible to get rid of. No surprise they're making themselves rich while everybody else loses.

It's a very interesting thesis. I wish I had the full article to read, because I'd really like to see the supporting data (as you could do a graduate dissertation in Econ on that thesis though, so something tells me the amount of data provided is very cherry picked).



To: BelowTheCrowd who wrote (167179)6/27/2002 2:37:51 PM
From: GVTucker  Read Replies (1) | Respond to of 186894
 
The changing regulations don't have nearly as much do with the decline in hostile takeovers as valuations do.

Hostile takeovers took place in the 80's because valuations were low enough to allow the hostile party a margin for error. As valuations increased, that margin disappeared, and it was no longer a profitable process.



To: BelowTheCrowd who wrote (167179)6/28/2002 12:49:09 AM
From: The Duke of URLĀ©  Read Replies (2) | Respond to of 186894
 
The article uses a lot of big words but it is pretty much wrong.

The reason hostile takeovers are down, if they are, is that they only make sense when the company stock price is worth less than the "intrinsic" value of the company. That has not been the case in recent memory.

If the stock price of the "target" company is 4 and the real value is 10, then you can sneak around and buy or control say 60%. You are now controlling 10 for the cost of 60% of 4 or 2.4. Now you take over the board, hostile if you have to, to perfect that control. Now you liquidate or drain.

Note that there is NO requirement here to have a smarter, better group of board members.

In fact a lot of Takeovers which are not hostile, have the opposite consequence of what you author thinks.

A lot of Mergers are merely used to play hide the weenie.

Flip up, roll out, confuse and then let the new stock slowly drift to zero. This works extremely well with Big Brokerage House sponsored mutual funds, as some of you may have noticed. :)

Much as you are going to hate this answer, you must revest stockholders with their legal rights. You attorney bashers have been brainwashed to think that a good shareholder lawsuit is bad and that efforts to protect shareholder rights should be made INEFFECTIVE or Late.

You want to appoint some government committee and throw some people in jail.

This is useless verbage, look at Harvey Pitt's actions at the SEC, he wants to appoint a committee made up of accountants to "study" the problem.

Make me king, I'll show you what to do. :))

One thing I won't do is write rambling verbose psuedo intelectual clap trap articles in the Wall Street Journal for people to go all gaga about, and quote in threads.

:))

The only reason I care is that it destroys the country's ability to allocate capital properly and takes money away from intel.



To: BelowTheCrowd who wrote (167179)6/28/2002 5:44:20 AM
From: Amy J  Respond to of 186894
 
Hi Michael, Preventing harmful hostile takeovers has nothing to do with Enron, nor the current state of affairs.

In fact, because Enron's stock was high, Enron would not have been a bid for a hostile takeover. (So, this writer's thesis is wrong.)

Hostile takeovers are related to valuation. If the valuation is artificially low, it can become a bid for hostile takeover.

Hostile takeovers hurt investors because the investor is selling his/her share to the acquiring company at an artificially depressed value. [Would Intel investors want to be forced to sell out of their INTC positions at $18/sh??? ] However, hostile takeovers benefit the pockets of MNA bankers. Maybe the writer was influenced by someone whose "research" was funded by an MNA bank.

----------
"Bring Back the Hostile Takeover By HENRY G. MANNE
...Apparently forgotten is how Enron and other recent scandals were the direct result of regulatory and judicial efforts to stem abuses in the takeover arena 20 and more years ago."
----------

Enron's scandal was related to an officer hiding debt through a 3rd party company.

Regards,
Amy J