restrict shareholder rights. Proxy fights and hostile takeovers were rare, and investor activism was in its infancy. By rule, most firms were shareholder democracies, but in practice management had much more of a free hand than they do today. The rise of the
junk bond market in the 1980s disturbed this equilibrium by enabling hostile-takeover offers for even the largest public firms. In response, many firms added takeover defenses and other restrictions of shareholder rights. Among the most popular were those that stagger the terms of directors, provide severance packages for managers, and limit shareholders' ability to meet or act. During the same time period, many states passed antitakeover laws giving firms further defenses against hostile bids. By 1990
there was considerable variation across firms in the strength of shareholder rights. The takeover market subsided in the early 1990s, but this variation remained in place throughout the decade.