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The resolution of conflicts between shareholders and managers, at minimal cost, is the goal of corporate governance. In 1999, an intriguing series of events occurred that dramatically reshaped the Canadian airline industry. This clinical study considers these events in relation to four corporate governance mechanisms. The results of this clinical study suggest that these four mechanisms may not be sufficient to control a management team that is committed to a course of action and to retaining their positions. In practice, corporate governance can be severely limited, even when the majority of board members are outside directors. In addition, institutional shareholders may not be the disciplining force that theory and logic suggests. Overall, the results imply that managerial entrenchment is a powerful motivating force that may be impossible to counter even for a large, poorly performing corporation that is subject to a very attractive takeover offer.

Over recent years an increasing amount of funds has been committed to mergers and acquisitions in the UK. Expenditure rose nearly tenfold from £2.3bn in 1983 to £22.1bn in 1988. This surge in spending has continued despite fears over economic trends, both domestic and international, and shocks in financial markets, notably the global col lapse in share values of October 1987. This monograph is essentially concerned with the events up to, and including, the first three quarters of 1989, ie, a period of two years after the crash of October 1987. Whilst the financing of mer gers and acquisitons activity is a fast moving arena, it does seem to be an opportune time to review developments to date and, tentatively, to suggest future trends in this sphere.

Takeovers play an important role in the allocation of re‐sources to the most efficient uses and represent a mech‐anism by which corporate resources are transferred from one management team to another (Jensen and Ruback, 1983). A result of this managerial displacement is expected to be an increase in shareholder wealth. This argument pre‐supposes that managers attempting takeovers are motivated to create value for shareholders. This picture of managerial disinterestedness in the service of share‐holders ignores potential agency conflicts between man‐agers and shareholders. When faced with a takeover bid, which if successful may lead to its own displacement, the management team at the target may devise ways of frus‐trating the bid.

This paper aims to review the latest management developments across the globe and pinpoint practical implications from cutting-edge research and case studies.

This briefing is prepared by an independent writer who adds their own impartial comments and places the articles in context.

In an international merger and acquisition, the merged company often faces many difficulties. If we look into this case, China’s Fosun took many measures to conquer barriers and set a solid foundation: aligning the strategy of the company, choosing the allies, understanding local legal system as well as taking special measures concerning the real conditions. These together raise the possibility for Chinese companies to overcome international challenges.

The paper provides strategic insights and practical thinking that have influenced some of the world’s leading organizations.

The briefing saves busy executives and researchers hours of reading time by selecting only the very best, most pertinent information and presenting it in a condensed and easy-to-digest format.

It was in a bar in Cologne, Germany, on the night of February 4, 1986, that I first heard the rumor that my Cleveland‐based appliance company was the target of a takeover. The president and chief executive officer of White Consolidated Industries (WCI), my wife, and I were in the city to attend a trade fair. Just out seeing the sights, we were enjoying the jazz at this night spot where by chance we met two young men from the Swedish company, AB Electrolux.

Sets out to question whether massive restructuring of the Telecoms sector in Europe will happen and what, if any, effect this would have, based on the takeover battle for Telecom Italia, involving both domestic and foreign bidders. Concludes by analysing winners and losers in the takeover’s aftermath with mainland Europe’s possible consequences.

The purpose of this paper is to provide an understanding of the importance of socioemotional wealth (SEW) to family firms in Poland viewed through the lens of the events surrounding the first hostile takeover bid of the post-communist era on the Warsaw Stock Exchange when the clothing company Vistula & Wólczanka (V&W) made an unsolicited, leveraged bid for the family-controlled jewelry company W. Kruk.

The 2008 takeover and its aftermath are described in the context of the corporate governance and legal environment in Poland. The case study events demonstrate the connection between firm behavior and SEW theory.

After the acquisition of W. Kruk by V&W, the Kruk family purchased stock in the newly named Vistula Group and gained influence over the supervisory board in concert with a business ally, eventually wresting back control of the company in the style of a Pac-Man “defense.” The case study illustrates the importance of SEW in family firm takeovers.

The case study design has limitations for generalizability. Nevertheless the research highlights the important role of SEW preservation in understanding the market for corporate control of listed family firms in Poland.

Understanding the reaction by family firms to takeover bids requires recognition that there is a tradeoff between financial and SEW considerations, not just financial gains and losses.

The case study demonstrates the importance of SEW to family firms and suggests that the balance of power in takeovers on the Polish stock market rests with incumbent management.

Institutional investors—insurance companies, pension funds, investment trust companies and unit trusts—have increased significantly and persistently their ownership of British industry. At the end of 1977 they owned approximately 46 per cent of the ordinary shares in UK quoted companies and in recent years have accounted for over 50 per cent of stock market turnover in UK equities. Their presence in the stock market has been associated with their ability to influence share prices, decide the outcome of takeover battles, and trade outside the London Stock Exchange. As major shareholders in public companies they have been encouraged to participate in managerial decision‐making. For corporate management, the growth of institutional shareholdings provides opportunities to utilise their voting power in takeover situations, encourage their support for the market value of the company, and use financial institutions as sources of new capital.

Discussions of that venerable institution, the corporate board of directors, are moving from the financial pages and the learned journals to the front pages and the nightly TV news. It is becoming apparent that in a period of dramatic takeover battles, the role of the board can be crucial.

Megamergers often do not benefit shareholders, managers, or the public. One does not need to have acquisitions followed by divestiture or dismemberment, followed by more acquisitions. Unless corporate managers learn from a decade of experience, one can expect a continuing parade of profitless megamergers.