Executives of the nation's largest corporations are divided over whether federal legislation regarding hostile takeovers is needed, according to the results of a survey released yesterday.
"Only a bare majority of those responding, 48 percent to 42 percent, would endorse federal legislation in any form regarding hostile takeovers," said Rep. Mike Synar (D-Okla.), who conducted the survey of Fortune 500 executives. "Those who were receptive to federal legislation suggested narrow remedies addressing procedural abuses, such as greenmail and two-tier bustups. The need to eliminate golden parachutes for corporate executives was not mentioned."
Greenmail and two-tier bustups are techniques used by corporate takeover specialists that have been criticized because they enrich the specialists, usually at the expense of the other shareholders. Golden parachutes are special severance arrangements for corporate executives of target companies who lose their jobs because of mergers.
The survey results are another indication that financial experts are divided over whether legislation is needed to alter the rules governing mergers and acquisitions. House hearings focusing on the dramatic increase in merger activity and the possible need for new legislation are scheduled to resume tomorrow.
Synar received 159 responses to the survey, about 31 percent of the Fortune 500. Of these, only 20 said hostile takeovers never benefit the economy. About 86 percent said mergers and acquisitions are a valid business technique that aids economic growth and productivity, while about 66 percent said mergers historically have had a positive impact on the economy.
However, 85 percent of those responding agreed with the chief executive officer who told the House Judiciary Committee: "The threat of a tender offer is certainly one of the factors causing management to concentrate unduly on short term performance, especially when a large portion of its stock is held subject to the performance demands and short time horizons of institutional investors and money managers."