We present empirical evidence on the relation between changes in manag
erial wealth and tender offer characteristics. Changes in managerial w
ealth resulting from a tender offer are negatively related to the like
lihood of managerial resistance to a tender offer and positively relat
ed to the likelihood of tender offer success. We also document that th
e abnormal returns to tender offers are lower for hostile than for fri
endly offers if we control for the tender offer premium. Finally, we f
ind that the top executive gains, whereas outside shareholders do not
gain, from management's decision to resist the tender offer.