Elite mobilizations play a key role in shaping the contours of social institutions. Prior research has demonstrated that mobilizations and the resulting struggles between competing elites shape the social structure of markets (Fligstein 1996), corporate governance regimes (Davis and Thompson 1994), and organizations (Fligstein 1990; Zald and Berger 1978). More recent examples in the popular press also demonstrate the use of the tactics of popular social movements by business elites. Corporate elites in the Philippines, dissatisfied with the loss of foreign direct investment and governmental corruption, supported throngs of protesters and helped them stage multiple demonstrations that led to the ouster of President Estrada (Frank 2000). Demonstrations of similar magnitude (also led by the business elite) have recently taken place in Italy (Meyer and Tarrow 1998) and South Korea. A form of elite mobilization was previewed in the United States during the late 1980s, as institutional investors sought corporate governance reform and state legislatures across the country were pressed by coalitions among business and labor to pass legislation to limit hostile takeovers of local companies (Davis and Thompson 1994). In this chapter, we use a social movement framework to study this process as a movement/countermovement dynamic, focusing on the spread of state antitakeover laws among the fifty American states.

State laws regulating takeovers are highly contentious because hostile takeovers are almost always profitable for shareholders of the acquired company, and because a regime of contestable corporate control is seen as essential for the vibrancy of the American corporate sector by many scholars of law and economics.