In the 1980s, concerns arose that corporate managers were responding to the takeover boom by providing pretextual justifications for defending against takeovers. While they claimed to be protecting the corporation, the “omnipresent specter” of self-interest loomed large in light of the reality that they were also typically protecting their jobs. Thus, antitakeover defenses came to be subjected to enhanced scrutiny. Today, we face a woke revolution rather than a takeover boom, but our response should be the same. For the reasons set forth below, we should subject corporate decisions raising the specter of political bias to enhanced scrutiny.
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