It is widely recognized that the hostile takeover is a key element of the UK’s shareholder value system of corporate governance. This article draws on archival evidence to offer a detailed account of the emergence of the hostile takeover and its acceptance within the media and government between 1952 and 1954. The existing literature claims that the takeover was not normalized until 1959, and that finance was restricted until then. This article shows that takeovers were accepted within government five years earlier, and that the Bank of England and Treasury knew that insurance companies were financing them, but did nothing about it.
The article begins with the legal and accounting changes introduced in Companies Act 1948, as well as the precarious financial position of shareholders. Together, they created an opening for hostile takeovers to emerge, which were driven by the desire of bidders to gain control of, and sell off, real property that was undervalued on corporate balance sheets. First emerging in 1952, the hostile takeover took the corporate and financial community, as well as the Government (the Bank of England, Board of Trade and Treasury) by surprise. The media led the way in cheerleading for the hostile takeover, while companies such as the Savoy Hotel Group and the Daily Mirror sought to defend themselves against unwelcome approaches. The Government ultimately settled for condemning “speculative” bids in public, but behind the scenes accepted the hostile takeover as legitimate. By 1954, it was recognized that: companies were under pressure to raise dividends and sell off assets in order to deter takeover bidders; that they only had limited options to defend themselves; and that there was little that could be done by Government. Managerialism had begun to give way to shareholder value.