<p>Motivated by managers’ ethical dilemma between their loyalty to shareholders and their self-interests, we examine how waiving the managerial duty of loyalty can discharge their duty of care as takeover targets. Exploiting the staggered introduction of corporate opportunity waivers (COWs), which reduce the loyalty requirement for fiduciary duties, as quasi-exogenous shocks, we find that the likelihood of receiving takeover bids becomes significantly lower following the legislation. However, conditional on receiving a takeover bid, both deal premiums and target announcement returns are higher following the legislation. The evidence above suggests that exempting managers from the duty of loyalty creates more space for target managers to discharge the duty of care by carefully considering the various conflicting interests of various parties. However, it may give rise to economic inefficiencies because of a less efficient takeover market. Our paper reveals an underexplored but far-reaching channel through which COWs can have important implications for shareholder wealth and society: serving as an antitakeover provision and hindering the disciplinary role of the market for corporate control.</p>