Do target shareholder agreements induce bidders to pay higher premiums?
AbstractIn listed companies, some shareholders can be signatories to agreements that govern their relations. Such agreements are often viewed as means of insulating the firm from the market for corporate control. Specific provisions (namely concerted action, pre-emptive buying rights and repartitioning of board seats) are indeed likely to influence the outcome of takeovers. Using a sample of French deals, this paper investigates the impact of shareholder agreements on takeover premiums. A shareholder agreement is in force in 27.1% of target companies. A positive relationship between shareholder pacts and takeover premiums is observed. This result is robust to the use of an econometrical specification which treats as endogenous the existence of a shareholder agreement. This finding suggests that shareholder pacts dramatically increase the negotiating power of target shareholders.
Download InfoIf you experience problems downloading a file, check if you have the proper application to view it first. In case of further problems read the IDEAS help page. Note that these files are not on the IDEAS site. Please be patient as the files may be large.
Bibliographic InfoPaper provided by Paris Dauphine University in its series Economics Papers from University Paris Dauphine with number 123456789/2941.
Date of creation: Jun 2009
Date of revision:
Corporate Governance; Takeover Premiums; Shareholder Agreements;
Find related papers by JEL classification:
- G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
- G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.:
- Demsetz, Harold & Lehn, Kenneth, 1985. "The Structure of Corporate Ownership: Causes and Consequences," Journal of Political Economy, University of Chicago Press, vol. 93(6), pages 1155-77, December.
- Bargeron, Leonce L. & Schlingemann, Frederik P. & Stulz, René M. & Zutter, Chad J., 2008.
"Why do private acquirers pay so little compared to public acquirers?,"
Journal of Financial Economics,
Elsevier, vol. 89(3), pages 375-390, September.
- Bargeron, Leonce & Schlingemann, Frederick & Stulz, Rene & Zutter, Chad, 2007. "Why Do Private Acquirers Pay So Little Compared to Public Acquirers?," Working Paper Series 2007-8, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
- Leonce Bargeron & Frederik Schlingemann & Rene M. Stulz & Chad Zutter, 2007. "Why Do Private Acquirers Pay So Little Compared to Public Acquirers?," NBER Working Papers 13061, National Bureau of Economic Research, Inc.
- Ambrose, Brent W. & Megginson, William L., 1992. "The Role of Asset Structure, Ownership Structure, and Takeover Defenses in Determining Acquisition Likelihood," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 27(04), pages 575-589, December.
- Volpin, Paolo, 2002. "Governance with Poor Investor Protection: Evidence from Top Executive Turnover in Italy," CEPR Discussion Papers 3229, C.E.P.R. Discussion Papers.
- Stulz, Rene M & Walkling, Ralph A & Song, Moon H, 1990. " The Distribution of Target Ownership and the Division of Gains in Successful Takeovers," Journal of Finance, American Finance Association, vol. 45(3), pages 817-33, July.
- Moeller, Thomas, 2005. "Let's make a deal! How shareholder control impacts merger payoffs," Journal of Financial Economics, Elsevier, vol. 76(1), pages 167-190, April.
- Gilles Chemla & Michel A. Habib & Alexander Ljungqvist, 2007.
"An Analysis of Shareholder Agreements,"
Journal of the European Economic Association,
MIT Press, vol. 5(1), pages 93-121, 03.
- Schlingemann, Frederik P. & Stulz, Rene M. & Walkling, Ralph A., 2002. "Divestitures and the liquidity of the market for corporate assets," Journal of Financial Economics, Elsevier, vol. 64(1), pages 117-144, April.
- Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
- 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.
- Ljungqvist, Alexander & Habib, Michel Antoine & Chemla, Gilles, 2007. "An Analysis of Shareholder Agreements," Economics Papers from University Paris Dauphine 123456789/4112, Paris Dauphine University.
- Mary M. Bange, 2004. "Board Composition, Board Effectiveness, and the Observed Form of Takeover Bids," Review of Financial Studies, Society for Financial Studies, vol. 17(4), pages 1185-1215.
- Maury, Benjamin & Pajuste, Anete, 2005. "Multiple large shareholders and firm value," Journal of Banking & Finance, Elsevier, vol. 29(7), pages 1813-1834, July.
- Stijn Claessens & Simeon Djankov & Joseph P. H. Fan & Larry H. P. Lang, 2002. "Disentangling the Incentive and Entrenchment Effects of Large Shareholdings," Journal of Finance, American Finance Association, vol. 57(6), pages 2741-2771, December.
- Faccio, Mara & Lang, Larry H. P., 2002. "The ultimate ownership of Western European corporations," Journal of Financial Economics, Elsevier, vol. 65(3), pages 365-395, September.
- Luc Laeven & Ross Levine, 2007.
"Complex Ownership Structures and Corporate Valuations,"
IMF Working Papers
07/140, International Monetary Fund.
- Luc Laeven & Ross Levine, 2008. "Complex Ownership Structures and Corporate Valuations," Review of Financial Studies, Society for Financial Studies, vol. 21(2), pages 579-604, April.
- Luc Laeven & Ross Levine, 2006. "Complex Ownership Structures and Corporate Valuations," NBER Working Papers 12675, National Bureau of Economic Research, Inc.
- Song, Moon H. & Walkling, Ralph A., 1993. "The Impact of Managerial Ownership on Acquisition Attempts and Target Shareholder Wealth," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 28(04), pages 439-457, December.
- Miller, Danny & Le Breton-Miller, Isabelle & Lester, Richard H. & Cannella Jr., Albert A., 2007. "Are family firms really superior performers?," Journal of Corporate Finance, Elsevier, vol. 13(5), pages 829-858, December.
- Betton, Sandra & Eckbo, B Espen, 2000. "Toeholds, Bid Jumps, and Expected Payoffs in Takeovers," Review of Financial Studies, Society for Financial Studies, vol. 13(4), pages 841-82.
- Stulz, ReneM., 1988. "Managerial control of voting rights : Financing policies and the market for corporate control," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 25-54, January.
- Morck, Randall & Shleifer, Andrei & Vishny, Robert W., 1988. "Management ownership and market valuation : An empirical analysis," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 293-315, January.
- Rossi, Stefano & Volpin, Paolo F., 2004. "Cross-country determinants of mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 74(2), pages 277-304, November.
- 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.
For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: (Alexandre Faure).
If references are entirely missing, you can add them using this form.