“…For instance, a supermajority amendment increases the optimal bid of the acquiring firm when compared to the conventional case of simple majority. In addition, when private synergies exist in a potential acquisition (Bradley, Desai, and Kim, 1983), takeover defenses (e.g., classified board) put the target firm's board of directors in a position to negotiate directly with the bidding firm. This mechanism mitigates the inefficiency of dispersed shareholders in extracting gains from the acquirer, thus eliminating the often-cited 'free-rider problem' of takeovers (Grossman and Hart, 1980).…”