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Security-Voting Structure and Bidder Screening

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  • Samuel Lee
  • Christian At
  • Mike Burkart

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Abstract

This paper analyzes how non-voting shares affect the takeover outcome in a single-bidder model with asymmetric information and private benefit extraction. In equilibrium, the target firm’s security-voting structure influences the bidder’s participation constraint and in response the shareholders’ conditional expectations about the post-takeover share value. Therefore, the structure can be chosen to discriminate among bidder types. Typically, the socially optimal structure deviates from one share - one vote to promote all and only value-increasing bids. As target shareholders ignore takeover costs, they prefer more takeovers and hence choose a smaller fraction of voting shares than is socially optimal. In either case, the optimal fraction of voting shares decreases with the quality of shareholder protection and increases with the incumbent manager’s ability. Finally, shareholder returns are higher when a given takeover probability is implemented by (more) non-voting shares rather than by (larger) private benefits.

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Bibliographic Info

Paper provided by Financial Markets Group in its series FMG Discussion Papers with number dp575.

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Date of creation: Feb 2007
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Handle: RePEc:fmg:fmgdps:dp575

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Web page: http://www.lse.ac.uk/fmg/

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  1. Eckbo, B Espen & Giammarino, Ronald M & Heinkel, Robert L, 1990. "Asymmetric Information and the Medium of Exchange in Takeovers: Theory and Tests," Review of Financial Studies, Society for Financial Studies, vol. 3(4), pages 651-75.
  2. Belén Villalonga & Raphael Amit, 2009. "How Are U.S. Family Firms Controlled?," Review of Financial Studies, Society for Financial Studies, vol. 22(8), pages 3047-3091, August.
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  5. Fausto Panunzi & Denis Gromb & Mike Burkart, 2005. "Minority Blocks And Takeover Premia," FMG Discussion Papers dp544, Financial Markets Group.
  6. Sanford J. Grossman & Oliver D. Hart, . "The Allocational Role of Takeover Bids in Situations of Asymmetric Information," Rodney L. White Center for Financial Research Working Papers 6-80, Wharton School Rodney L. White Center for Financial Research.
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  8. Lucian A. Bebchuk & Luigi Zingales, 2000. "Ownership Structures and the Decision to Go Public: Private versus Social Optimality," NBER Chapters, in: Concentrated Corporate Ownership, pages 55-80 National Bureau of Economic Research, Inc.
  9. Sanford J. Grossman & Oliver D. Hart, 1980. "Takeover Bids, the Free-Rider Problem, and the Theory of the Corporation," Bell Journal of Economics, The RAND Corporation, vol. 11(1), pages 42-64, Spring.
  10. Hansen, Robert G, 1987. "A Theory for the Choice of Exchange Medium in Mergers and Acquisitions," The Journal of Business, University of Chicago Press, vol. 60(1), pages 75-95, January.
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  12. Mike Burkart & Denis Gromb & Fausto Panunzi, 1998. "Why Higher Takeover Premia Protect Minority Shareholders," Journal of Political Economy, University of Chicago Press, vol. 106(1), pages 172-204, February.
  13. Chowdhry, Bhagwan & Jegadeesh, Narasimhan, 1994. "Pre-Tender Offer Share Acquisition Strategy in Takeovers," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 29(01), pages 117-129, March.
  14. Francesca Cornelli & Leonardo Felli, 2000. "How to Sell a (Bankrupt) Company," CESifo Working Paper Series 292, CESifo Group Munich.
  15. Shleifer, Andrei & Vishny, Robert W., 1986. "Large Shareholders and Corporate Control," Scholarly Articles 3606237, Harvard University Department of Economics.
  16. Burkart, Mike & Lee, Samuel, 2010. "Signaling in Tender Offer Games," CEPR Discussion Papers 7938, C.E.P.R. Discussion Papers.
  17. Renée Adams & Daniel Ferreira, 2008. "One Share-One Vote: The Empirical Evidence," Review of Finance, European Finance Association, vol. 12(1), pages 51-91.
  18. Pajuste, Anete, 2005. "Determinants and consequences of the unification of dual-class shares," Working Paper Series 0465, European Central Bank.
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  22. 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.
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Cited by:
  1. Mike Burkart & Samuel Lee, 2010. "Signaling in Tender Offer Games," FMG Discussion Papers dp655, Financial Markets Group.
  2. At, Christian & Morand, Pierre-Henri, 2008. "Jump bidding in ascending auctions: The case of takeover contests," Economics Letters, Elsevier, vol. 99(3), pages 458-460, June.
  3. Bo Becker & Jens Josephson, 2013. "Insolvency Resolution and the Missing High Yield Bond Markets," NBER Working Papers 19415, National Bureau of Economic Research, Inc.
  4. Sergey Stepanov, 2012. "Takeovers under Asymmetric Information: Block Trades and Tender Offers in Equilibrium," Working Papers w0185, Center for Economic and Financial Research (CEFIR).

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