Duquesne Law Review


John J. Winter


The last twenty years have witnessed an explosion of corporate takeovers, mergers and acquisitions. Some of these takeovers were friendly; some were hostile. Because of the tremendous costs incurred in avoiding hostile takeovers, and because hostile takeovers frequently resulted in the dismantling or withdrawal of various industries from entire geographic areas, many states enacted paternalistic legislation designed to aid incumbent management in their fight against acquisition. This type of state legislation, however, collides with federal regulation of securities and, therefore, is constitutionally suspect. The author summarizes the various types of state regulation enacted to control the mechanics of the corporate takeover process, and examines why these statutes fail constitutional analysis under the Supremacy Clause and federal preemption doctrines.

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