A bargaining model is developed that characterizes the conditions under
which a takeover will either be friendly, hostile, or unsuccessful when the
target management can tilt the selling procedure toward a white knight.
The conditions considered mainly involve private control benefits, toehold
size, and breakup fees. Also established by the model are the conditions for
an efficient takeover. The proposed framework of strong management influence
on takeover outcome, an alternative modeling of hostility and the
adoption of a negotiation procedure, rather than an auction setup with
strong shareholder influence as in most of the existing literature, delivers
new insights into the US market of corporate control, which are consistent
with the available evidence