Implications for Decision-Making Design in Hostile Mergers and Acquisitions: A PRISMA Systematic Review

Mergers and acquisitions, as strategies for external growth of companies, often hinder cooperation between the acquiring company and the target companies. If management rejects the takeover bid, the acquirers approach the shareholders directly, turning the transaction into a hostile takeover. As a central phenomenon in the field of mergers and acquisitions, hostile takeovers significantly influence the functioning of capital markets and corporate governance through their role as a mechanism for sanctioning and correcting inefficient management. The disciplinary role is related to agency theory, which highlights conflicts of interest between shareholders and managers. The purpose of this study is to conduct a systematic review of the literature on hostile mergers and acquisitions, using the PRISMA methodology supplemented by a bibliometric approach and a content analysis of the effect of hostile takeovers on post-takeover performance. Additionally, we investigate the implications of corporate governance and the legislative and institutional environment on hostile takeover decisions, under conditions of adequate risk management. The 37 articles analyzed highlight the orientation of studies towards Anglo-Saxon influences and the concentration of publications in a small number of prestigious journals. Content analysis reveals conflicting ideas about the role of hostile takeovers as an effective disciplinary mechanism and their varied impact on performance. Risk-taking depends on companies' objectives and the strategy pursued to achieve success. Governance structures act both to protect the company and to expose it to hostile takeovers when the focus is on short-term profit at the expense of long-term shareholder value. In contrast, anti-takeover provisions generate declines in hostile M&A activity, and transaction efficiency is reduced in emerging institutional environments, where internal governance and the regulatory framework decisively shape the form and success of takeovers.