The following study critically examines the actions and underlying incentives of public corporate governors in response to unsolicited tender offers. Using established theoretical frameworks, this thesis hypothesizes that takeover target managers and directors will tend to respond to personal financial incentives and risks in lieu of shareholder wealth concerns. Indeed, the past literature on the subject has mostly reflected this result; however, no recent study has determined conclusively if this trend is harmful to shareholders. Using methodology reflecting that of the successful past research, the empirical models test the explanatory power of the following variables on bid resistance by target firms over a sample of 64 tender offers spanning from 2004 to 2012: Hostility (defined as the intention of the bidder to replace target management), Bid Premium (the only variable of concern to shareholders), Managerial Wealth Change (a variable representing the immediate capital gains facing the top managers and directors as a result of the takeover) and Managerial Stock Ownership (as a percentage of total shares, and as the natural logarithm of total shares held by top managers and directors). The relationships highlighted by the data will be compared in their explanatory power and statistical significance to determine if shareholders, and thus the greater capital markets, should be concerned about the potential results of a misalignment of principal and agent incentives.