Abstract. This study, using the Cox proportional hazards model, finds that the risk of takeover rises with cost inefficiency. It also finds that a firm faces a significantly higher risk of takeover if its cost performance lags behind its industry benchmark. Moreover, these findings appear to be remarkably stable over the nearly two decades spanned by the sample. The effect of the variables used to measure the risk-size relationship, however, indicates temporal changes. Lastly, the study presents evidence from fixed-effects models of ex post cost efficiency improvements that support the hypothesis that takeover targets are selected based on the potential for improvement.Key words: corporate finance and governance, mergers, acquisitions, econometric methods, models with panel data, truncated and censored models.JEL Classification: G3, G34, C2, C23, C24Corporate takeovers have been a permanent feature of the American business landscape since the mid-1800s (Pound, 1992). Mergers and acquisitions continue to play an important role in allocating resources in the U.S. economy. The same number of mergers and acquisitions were completed in the first five years of the 1990s-about 23,000-as in the entire previous decade (Mergers and Acquisitions, September-October, 1995). Furthermore, in the peak years of each decade, the value of takeovers equaled about one-fourth of GNP (Fortune, March 2, 1998.)The prominent role of takeovers in reallocating control over capital in the U.S. economy has generated vigorous debate over whether takeovers actually improve efficiency. Two issues dominate the debate: the pre-takeover performance of targets and the post-takeover changes in performance. As discussed in more detail in the next section, earlier studies of the ex ante performance of target firms did not reach a definitive conclusion about the effect of efficiency on the risk of takeover. Moreover, there is no consensus on the ex post effect of takeovers on firm performance.