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An Analysis of Shareholder Agreements

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  • Gilles Chemla
  • Michel A. Habib
  • Alexander Ljungqvist

Abstract

Shareholder agreements govern the relations among shareholders in privately held firms, such as joint ventures and venture capital-backed companies. We provide an economic explanation for key clauses in such agreements-namely, put and call options, tag-along and drag-along rights, demand and piggy-back rights, and catch-up clauses. In a dynamic moral hazard setting, we show that these clauses can ensure that the contract parties make efficient ex ante investments in the firm. They do so by constraining renegotiation. In the absence of the clauses, ex ante investment would be distorted by unconstrained renegotiation aimed at (i) precluding value-destroying ex post transfers, (ii) inducing value-increasing ex post investments, or (iii) precluding hold-out on value-increasing sales to a trade buyer or the IPO market. (JEL: G34) (c) 2007 by the European Economic Association.

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Bibliographic Info

Article provided by MIT Press in its journal Journal of the European Economic Association.

Volume (Year): 5 (2007)
Issue (Month): 1 (03)
Pages: 93-121

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Handle: RePEc:tpr:jeurec:v:5:y:2007:i:1:p:93-121

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  1. Bergemann, D. & Hege, U., 1997. "Venture Capital Financing, Moral Hazard and Learning," Discussion Paper 1997-108, Tilburg University, Center for Economic Research.
  2. McConnell, John J & Nantell, Timothy J, 1985. " Corporate Combinations and Common Stock Returns: The Case of Joint Ventures," Journal of Finance, American Finance Association, vol. 40(2), pages 519-36, June.
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  17. Gompers, Paul A, 1995. " Optimal Investment, Monitoring, and the Staging of Venture Capital," Journal of Finance, American Finance Association, vol. 50(5), pages 1461-89, December.
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Citations

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Cited by:
  1. Kaplan, Steven N. & Martel, Frederic & Strömberg, Per, 2004. "How Do Legal Differences and Learning Affect Financial Contracts?," SIFR Research Report Series 28, Institute for Financial Research.
  2. Roosenboom, Peter & Schramade, Willem, 2006. "The price of power: Valuing the controlling position of owner-managers in French IPO firms," Journal of Corporate Finance, Elsevier, vol. 12(2), pages 270-295, January.
  3. Belot, François, 2008. "Shareholder agreements and firm value: Evidence from French listed firms," Economics Papers from University Paris Dauphine 123456789/2940, Paris Dauphine University.
  4. Belot, François, 2009. "Do target shareholder agreements induce bidders to pay higher premiums?," Economics Papers from University Paris Dauphine 123456789/2941, Paris Dauphine University.
  5. Ferreira, Daniel & Ornelas, Emanuel & Turner, John L., 2007. "Unbundling Ownership and Control," CEPR Discussion Papers 6257, C.E.P.R. Discussion Papers.
  6. Jean-Etienne De Bettignies & Gilles Chemla, 2008. "Corporate Venturing, Allocation of Talent, and Competition for Star Managers," Post-Print halshs-00365942, HAL.
  7. Peter Roosenboom, 2005. "Bargaining on Board Structure at the Initial Public Offering," Journal of Management and Governance, Springer, vol. 9(2), pages 171-198, 06.
  8. Bennedsen, Morten & Nielsen, Kasper Meisner & Nielsen, Thomas Vester, 2012. "Private contracting and corporate governance: Evidence from the provision of tag-along rights in Brazil," Journal of Corporate Finance, Elsevier, vol. 18(4), pages 904-918.
  9. Belot, François, 2010. "Excess control rights and corporate acquisitions," Economics Papers from University Paris Dauphine 123456789/5922, Paris Dauphine University.
  10. De bettignies, Jean-Etienne & Chemla, Gilles, 2003. "Corporate Venture Capital: The Upside of Failure and Competition for Talent," Economics Papers from University Paris Dauphine 123456789/6366, Paris Dauphine University.
  11. Uwe Walz & Carsten Bienz, 2006. "Evolution of Decision and Control Rights in Venture Capital Contracts: An Empirical Analysis," FMG Discussion Papers dp585, Financial Markets Group.
  12. Carvalhal, Andre, 2012. "Do shareholder agreements affect market valuation?," Journal of Corporate Finance, Elsevier, vol. 18(4), pages 919-933.

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