The 'Lemons Effect' in Corporate Freeze-Outs
AbstractIn a corporate freeze-out, the controller is required to compensate minority shareholders for the no-freezeout value of their shares that are taken from them. This paper seeks to highlight the difficulties involved in determining this no-freezeout value when private information. In particular, the analysis shows that the pre-freezeout market price of minority shares cannot be used an a proxy for the no-freezeout value that these shares would have in the absence of a freeze-out. It is shown that, under a regime in which frozen out minority shareholders receive a compensation equal to the pre-freezeout market price, the pre-freezeout market price will be set a level below the expected no-freezeout value of minority shares. The reason for this is a lemons effect' that arises when a controller uses her private information in deciding whether to affect a freeze-out. By showing how controllers are able to use their private information to affect freeze-outs at terms favorable to them, this paper demonstrates that freeze-outs can become a significant source for private benefits of control.
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Bibliographic InfoPaper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 6938.
Date of creation: Feb 1999
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Note: CF LE
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Find related papers by JEL classification:
- G30 - Financial Economics - - Corporate Finance and Governance - - - General
This paper has been announced in the following NEP Reports:
- NEP-ALL-1999-02-15 (All new papers)
- NEP-CFN-1999-02-15 (Corporate Finance)
- NEP-MIC-1999-02-15 (Microeconomics)
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.:
- Lucian Arye Bebchuk, 1995.
"Efficient and Inefficient Sales of Corporate Control,"
NBER Working Papers
4788, National Bureau of Economic Research, Inc.
- Bebchuk, Lucian Arye, 1994. "Efficient and Inefficient Sales of Corporate Control," The Quarterly Journal of Economics, MIT Press, vol. 109(4), pages 957-93, November.
- Hermalin, Benjamin & Schwartz, Alan, 1996.
"Buyouts in Large Companies,"
The Journal of Legal Studies,
University of Chicago Press, vol. 25(2), pages 351-70, June.
- Kahan, Marcel, 1993. "Sales of Corporate Control," Journal of Law, Economics and Organization, Oxford University Press, vol. 9(2), pages 368-79, October.
- Barclay, Michael J. & Holderness, Clifford G., 1989. "Private benefits from control of public corporations," Journal of Financial Economics, Elsevier, vol. 25(2), pages 371-395, December.
- Julien Le Maux, 2004. "Les déterminants de l’ampleur des bénéfices privés:un test sur données françaises," Revue Finance Contrôle Stratégie, revues.org, vol. 7(2), pages 195-231, June.
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