M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Tuesday, May 7, 2013

Takeover defenses in IPO firms

Wilmer Hale has put out its annual M&A report.  There are a couple of interesting data points worth looking at.  In particular is the table below - Takeover Defenses in IPO Firms.   Notice that the basic tendancy to go public with lots of takeover defenses is consistent with findings from Daines and Klausner more than a decade ago (Do IPO Charters Maximize Firm Value?).  That much hasn't changed. Indeed, in recent years, there has been a noticeable uptick in tech firms going public with dual-class stock, entrenching entrepreneurs (7% in Wilmer's sample).  Also, adoption of exclusive forum provisions in certificates of incorporation appears to be reaching a critical mass - 27% of all IPOs and 44% of all PE backed IPOs.  Oh, and don't be fooled by the fact that only 2% of firms go public with poison pills in place.  People should stop counting that number.  Every board has an implicit pill in place.  


It's interesting.  Give it a look.



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