In the US companies being taken over (in a non-hostile takeover anyway) are expected to open up their books and give an awful lot of other information to the company making the offer. So you need to have a disincentive to stop people making a big offer and getting to see everything, then just walk away whistiling a happy tune, and saying, "ta very much laddie." Also takeovers generate uncertainty, so you risk losing long-term sales / deals that might otherwise have gone ahead.
This may have been one of the problems with HP buying Autonomy. The UK tradition is that you only give very limited information to your potential buyer, even if the takever is welcome and the board are happy to accept. HP were expecting a lot mor info, that they didn't immediately get. Of course there's a bargaining that can take place, i.e. if you don't tell me your exact breakdown of low-value hardware sales compared to high value software sales then I ain't buying - but HP had convinced themselves that doing that might bring Oracle in, so they didn't even wait for their due diligence report to be finished - and just bought them anyway. Which ended about as well as you'd expect.
Musk bought Twitter because he'd have had to pay them $2 billlion to back out of the deal. Which would have been the better decision for him, both in terms of finance, and his reputation. Oopsie! Although it's not clear that the contract allowed him to back out - of if he'd done them so much damage by spouting off about how rubbish they were during the purchase that they'd have been able to force him to buy it anyway. Or pay even more compensation. Which still would have been cheaper for him...
Biting the hand that feeds IT
