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The SEC Regulation of Takeovers: Some Doubts from a Game Theory Perspective and a Proposal for Reform

This Article shows that in cases where shareholders subject to partial takeover bids lack information about the tendering decisions of their peers, such shareholders might accept detrimental tender offers. This outcome could be improved by way of a slight change in the rules of the game. We sugge st a simple reordering of the tender offer and proxy contest procedures in hostile partial bids that would ameliorate the problem to a significant extent. The decisionmaking problem faced by shareholders in partial bids could be substantially alleviated by the following procedure: first, the tendering period should close prior to the shareholder vote on the bid; second, the final tally of the tender ...

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