Antitakeover Provisions and Shareholder Value Implications: A Review and a Contingency Framework

This paper reviews literatures on the two competing theoretical views of the antitakeover provisions–shareholder value relationship — managerial entrenchment and shareholder interests — and offers a contingency framework to reconcile these views. This framework, based on a broader agency theory perspective and the organizational literatures on power, incorporates two key moderators: corporate board and shareholder monitoring, and draws attention to when rather than on whether antitakeover provisions enhance or erode shareholder value.