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Unbundling the Voting Rights and Profit Claims of Common Shares

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  • Blair, Douglas H
  • Golbe, Devra L
  • Gerard, James M

Abstract

The authors analyze a model of a hostile takeover attempt in which shareholders are free to sell common-share voting rights, as well as the shares themselves. Without taxation, only welfare-improving takeovers succeed. Allowing vote sales has no effect on the success of attempted takeovers or the profits of incumbent management or raiders. When taxes are levied, however, an inefficiently small number of value-increasing takeovers succeed if vote sales are prohibited. Allowing vote sales facilitates such takeovers and raises welfare. With taxation, incumbents would never prefer to defend against takeovers by purchasing votes, but raiders might well prefer this method. Copyright 1989 by University of Chicago Press.

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Bibliographic Info

Article provided by University of Chicago Press in its journal Journal of Political Economy.

Volume (Year): 97 (1989)
Issue (Month): 2 (April)
Pages: 420-43

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Handle: RePEc:ucp:jpolec:v:97:y:1989:i:2:p:420-43

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Web page: http://www.journals.uchicago.edu/JPE/

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Cited by:
  1. Susan E. K. Christoffersen & Christopher C. Geczy & David K. Musto & Adam V. Reed, 2004. "How and Why do Investors Trade Votes, and What Does it Mean?," CIRANO Working Papers 2004s-23, CIRANO.
  2. Brav, Alon & Mathews, Richmond D., 2011. "Empty voting and the efficiency of corporate governance," Journal of Financial Economics, Elsevier, vol. 99(2), pages 289-307, February.
  3. Hu, Henry T.C. & Black, Bernard, 2007. "Hedge funds, insiders, and the decoupling of economic and voting ownership: Empty voting and hidden (morphable) ownership," Journal of Corporate Finance, Elsevier, vol. 13(2-3), pages 343-367, June.
  4. Teall, John L., 1997. "The one-share-one-vote-rule and managerial compensation," Review of Financial Economics, Elsevier, vol. 6(2), pages 211-223.
  5. Neeman, Zvika & Orosel, Gerhard O., 2006. "On the efficiency of vote buying when voters have common interests," International Review of Law and Economics, Elsevier, vol. 26(4), pages 536-556, December.
  6. Frank Daumann & Alfred Wassermann, 2009. "Does trading votes in national elections change election outcomes?," Public Choice, Springer, vol. 139(3), pages 429-441, June.
  7. Nicodano, Giovanna, 1998. "Corporate groups, dual-class shares and the value of voting rights," Journal of Banking & Finance, Elsevier, vol. 22(9), pages 1117-1137, September.

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