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The acquiring firm in a corporate takeover almost invariably pays an enormous premium over market price for the stock of the target company.1 Corporate scholars find this puzzling.2 According to the widely accepted theory of the efficient stock market,3 the shares of target firms should trade at prices that fully and accurately reflect the value of the firms' assets and expected earnings.4 The stock should be worth no less, and no more. As a result, corporate commentators have become preoccupied with explaining takeover premiums.5 Many argue that average premiums of fifty per cent must be evidence that acquiring firms expect to substantially improve their targets' earnings and that takeovers promote

Are Takeover Premiums Really Premiums? Market Price, Fair Value, and Corporate Law