Takeover Defensive Tactics and Legal Scholarship: Market Forces vs. the Policymaker's Dilemma

Abstract

A response to the interesting comment by Professors Gordon and Kornhauser seems appropriate, not so much because the observations it contains about 'A Theoretical Analysis of Corporate Greenmail' are controversial, as because it presents a valuable opportunity to make more general observations about the nature of the current debate in corporate law concerning the proper role of target management confronted with a hostile takeover bid. Comparing the Gordon and Kornhauser comment with the Macey and McChesney article illustrates that the overarching difference between the two sides of this debate is not simply that they come up with different answers to the same questions. Rather, the difference stems from our vastly different scholarly agendas. Our article and their comment represent opposing genres of legal scholarship, which accounts for Gordon and Kornhauser's dissatisfaction with A Theoretical Model of Corporate Greenmail.