7. These laws are classified as "second-generation" in the literature to distinguish them from the "first-generation" laws passed by many states in the sixties and seventies and held to be unconstitutional in 1982. See Comment and Schwert [1995] and Bittlingmayer [2000] for a discussion of the evolution and legal status of state takeover laws and firm-specific takeover defenses. The constitutionality of almost all of the second-generation laws and the firm-specific takeover defenses was clearly established by 1990. All of the state takeover laws cover firms incorporated in their home state. A few states have laws that also cover firms incorporated outside of the state that have significant business within the state. The rules for "significant" vary from case to case, but usually cover only a few very large firms. We do not attempt to code for this out-of-state coverage.