AGENTS WITHOUT PRINCIPLES - THE SPREAD OF THE POISON PILL THROUGH THE INTERCORPORATE NETWORK

This study compares the agency theory of the firm with interorganizational theory in examining the factors associated with the adoption of the poison pill-a takeover defense issued by a firm's board of directors that can dramatically increase the cost that a hostile buyer would have to pay to acquire the firm-by a panel of Fortune 500 firms between July 1984 and August 1989. The pill's rapid spread is traced to a combination of ownership structure and other firm-level factors and an interlock network diffusion process. The results support a social structural perspective on the market for corporate control in which the interlock network provides a social context favoring continued managerial dominance. The findings are also more consistent with models of cohesion rather than structural equivalence as the social structural mechanism responsible for diffusion.