TY - JOUR AU - Holmstrom,Bengt AU - Kaplan,Steven N. TI - Corporate Governance and Merger Activity in the U.S.: Making Sense of the 1980s and 1990s JF - National Bureau of Economic Research Working Paper Series VL - No. 8220 PY - 2001 Y2 - April 2001 UR - http://www.nber.org/papers/w8220 L1 - http://www.nber.org/papers/w8220.pdf N1 - Author contact info: Bengt R. Holmstrom Department of Economics MIT E52-383A Cambridge, MA 02142 Tel: 617/253-0506 Fax: 617/253-1330 E-Mail: bengt@mit.edu Steven N. Kaplan Booth School of Business The University of Chicago 5807 South Woodlawn Avenue Chicago, IL 60637 Tel: 773/702-4513 Fax: 773/702-0458 E-Mail: steven.kaplan@chicagobooth.edu AB - This paper describes and considers explanations for changes in corporate governance and merger activity in the United States since 1980. Corporate governance in the 1980s was dominated by intense merger activity distinguished by the prevalence of leveraged buyouts (LBOs) and hostility. After a brief decline in the early 1990s, substantial merger activity resumed in the second half of the decade, while LBOs and hostility did not. Instead, internal corporate governance mechanisms appear to have played a larger role in the 1990s. We conclude by considering whether these changes and the movement toward shareholder value are likely to be permanent. ER -