39 Antitrust Bull. 163 (1994)
Antitrust and Corporate Dividend Policy: Revising Dividend Payment Policies to Empower Shareholders to Curb Mergers and Acquisitions

handle is hein.journals/antibull39 and id is 171 raw text is: The Antitrust Bulletin/Spring 1994

Antitrust and corporate dividend
policy: revising dividend payment
policies to empower shareholders
to curb mergers and acquisitions
I. Introduction
This article marries basic principles of corporate finance that are
centered around the payment of corporate dividends to the law of
antitrust that concerns mergers and acquisitions (Ms&As). The
underlying thesis of this article is that the Business Judgment
Rule has gone haywire in allowing undue managerial discretion in
the declaration, or more aptly, the nondeclaration, of corporate
dividends. The effect of the underdeclaration of dividends is to
allow corporations to accumulate large amounts of retained earn-
ings with virtual impunity. These retained monies, instead of
* Professor of Law, St. Mary's University School of Law.
This piece is condensed from an article appearing at 25 St. Mary's L. J. 243 (1993), and is
reprinted with the ind permission of the ST. MARY'S LAW JouRNAL.

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