Why are corporations the dominant form of business in the United States?
What is the purpose of a takeover?
How does a typical takeover proceed?
Why and how might the target's management resist the takeover?
Interesting questions! Let's take a closer look at information from various sources, which you can draw on for your final copy. I also attached three supplementary articles which are referred to in this response.
1. Why are corporations the dominant form of business in the United States?
Corporate takeovers (e.g., mergers and acquisitions) occur frequently in the United States, Canada, United Kingdom and France, and become prominent in the seventies and eighties in the United States. In comparison, they happen only occasionally in Italy because larger shareholders (typically controlling families) often have special board voting privileges designed to keep them in control. They do not happen often in Germany because of the dual board structure, nor in Japan because companies have interlocking sets of ownerships known as keiretsu, nor in the People's Republic of China because the state majority-owns most publicly listed companies (Wikipedia.com).
There is some empirical basis for the idea that reducing taxes was at least a partial motive for takeovers (http://www.econlib.org/library/Enc/TakeoversandLeveragedBuyouts.html). However, corporations are a product (and/or consequence) of the capitalism and free trade policies e.g. corporations get stronger in these free market environments.
Thus, there are both economic and regulatory factors combined to spur the explosion in large takeovers. The three regulatory factors were the Reagan administration's relatively laissez-faire policies on antitrust and securities laws, which allowed mergers the government would have challenged in earlier years; the 1982 Supreme Court decision striking down state anti-takeover laws (which were resurrected with great effectiveness in the late eighties); and deregulation of many ...
This solution explains why corporations are the dominant form of business in the United States. It also discuses the purpose of a takeover, a typical takeover proceed and why and how the target's management might resist the takeover. Supplemented with highly informative articles on hostile takeovers, the takeover process and leveraged buy-outs.
Business Law - Corporations, Takeovers, and Dissolutions
Q1: Jerry Yarmouth incorporated J&R Interiors, Inc., and was its president, secretary, and sole shareholder. J&R failed to file annual reports and pay annual fees, however, and was involuntarily dissolved by the state. More than a year later, Yarmouth bought a workbench in J&R's name from Equipto Division of Aurora Equipment Co. When the price was not paid, Equipto filed a suit in a Washington state court against Yarmouth, claiming that he was personally liable for payment. Yarmouth argued that he was not personally liable because he had acted as an agent for J&R. Does a corporation continue to exist after it is dissolved? If so, can it continue to conduct business? In whose favor should the court rule in this case, and why?
Q2: Alitech Corp. is a small midwestern business that owns a valuable patent. Alitech has approximately 1,000 shareholders with 100,000 authorized and outstanding shares. Block Corp. would like to have the use of the patent, but Alitech refuses to give Block a license. Block has tried to aquire Alitech by purchasing Alitech's assets, but Alitech's board of directors has refused to approve the acquisition. Alitech's shares are selling for $5 per share. Discuss how Block Corp. might proceed to gain the control and use of Alitech's patent.View Full Posting Details