In many states, state education agencies may “take over” a school district whose performance they deem inadequate. They dismiss district officials and manage the district's affairs directly or through a designee. Although takeover seeks to improve management in taken-over districts, its primary goal is to hold all districts accountable by sanctioning poor performance.; This study proposes a model whereby states seek to induce districts to reform themselves by threatening takeover. Districts seek to preserve as many of their preferred, unreformed policies as possible while avoiding takeover. In this model districts reform just sufficiently to satisfy the state. If districts lack complete information regarding state preferences, however, districts sometimes underestimate the amount of reform required, and states seek to signal the credibility of their threats. Both these behaviors lead takeover threats to be realized.; Data on takeover threats confirm the predicted centrality of deterrence and state credibility. Takeover threats stimulate districts to undertake reforms they otherwise would likely have eschewed. Through lawsuits, political organizing, and noncooperation with state monitoring, districts also seek to convince states that takeover will fail because it will face staunch opposition among school staff and community hostility. Such resistance efforts impede state/district communication and cooperation in an environment already characterized by incomplete information.; Takeover's effects are further shaped by interaction with the complex “ecology of games” that characterizes educational politics. Thus takeover reduces minority-group power in local school politics. States generally support efforts by big-city mayors to wrest control of schools from districts, but find that such support depresses their own ability to deter and to signal credibility to other districts. Litigation that seeks to enhance local control in distressed school districts relies upon arguments that encourage states to implement takeovers, ironically reducing local power.; Takeover policies administer a complex, somewhat unpredictable shock to the system of educational federalism. They do, however, provide a way for states to induce reform in school districts without dictating what the reform should look like. Takeover's federal paradigm avoids many problems associated with both classic organization of schools as hierarchical bureaucracies and with transitions from bureaucracies to markets.
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