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Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate Control

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  • Karen H. Wruck

Abstract

In the early 1980s, during the first U.S. wave of debt-financed hostile takeovers and leveraged buyouts, finance professors Michael Jensen and Richard Ruback introduced the concept of the "market for corporate control" and defined it as "the market in which alternative management teams compete for the right to manage corporate resources." Since then, the dramatic expansion of the private equity market, and the resulting competition between corporate (or "strategic") and "financial" buyers for deals, have both reinforced and revealed the limitations of this old definition. Copyright (c) 2008 Morgan Stanley.

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  • Karen H. Wruck, 2008. "Private Equity, Corporate Governance, and the Reinvention of the Market for Corporate Control," Journal of Applied Corporate Finance, Morgan Stanley, vol. 20(3), pages 8-21.
  • Handle: RePEc:bla:jacrfn:v:20:y:2008:i:3:p:8-21
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    References listed on IDEAS

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    1. Jensen, Michael C. & Ruback, Richard S., 1983. "The market for corporate control : The scientific evidence," Journal of Financial Economics, Elsevier, vol. 11(1-4), pages 5-50, April.
    2. Dodd, Peter & Warner, Jerold B., 1983. "On corporate governance : A study of proxy contests," Journal of Financial Economics, Elsevier, vol. 11(1-4), pages 401-438, April.
    3. Steven N. Kaplan, 1993. "The Staying Power Of Leveraged Buyouts," Journal of Applied Corporate Finance, Morgan Stanley, vol. 6(1), pages 15-24.
    4. Steven N. Kaplan & Antoinette Schoar, 2005. "Private Equity Performance: Returns, Persistence, and Capital Flows," Journal of Finance, American Finance Association, vol. 60(4), pages 1791-1823, August.
    5. Steven N. Kaplan & Jeremy C. Stein, 1993. "The Evolution of Buyout Pricing and Financial Structure in the 1980s," The Quarterly Journal of Economics, Oxford University Press, vol. 108(2), pages 313-357.
    6. Baker, George P. & Wruck, Karen H., 1989. "Organizational changes and value creation in leveraged buyouts : The case of the O.M. Scott & Sons Company," Journal of Financial Economics, Elsevier, vol. 25(2), pages 163-190, December.
    7. Donaldson, Gordon, 1990. "Voluntary restructuring : The case of General Mills," Journal of Financial Economics, Elsevier, vol. 27(1), pages 117-141, September.
    8. Wruck, Karen Hopper & Jensen, Michael C., 1994. "Science, specific knowledge, and total quality management," Journal of Accounting and Economics, Elsevier, vol. 18(3), pages 247-287, November.
    9. Steven N. Kaplan & Jeremy C. Stein, 1993. "THE EVOLUTION OF BUYOUT PRICING AND FINANCIAL STRUCTURE (OR, WHAT WENT WRONG) IN THE 1980s," Journal of Applied Corporate Finance, Morgan Stanley, vol. 6(1), pages 72-88.
    10. DeAngelo, Harry & DeAngelo, Linda, 1989. "Proxy contests and the governance of publicly held corporations," Journal of Financial Economics, Elsevier, vol. 23(1), pages 29-59, June.
    11. Kaplan, Steven, 1989. "The effects of management buyouts on operating performance and value," Journal of Financial Economics, Elsevier, vol. 24(2), pages 217-254.
    12. Sara B. Moeller & Frederik P. Schlingemann & René M. Stulz, 2005. "Wealth Destruction on a Massive Scale? A Study of Acquiring-Firm Returns in the Recent Merger Wave," Journal of Finance, American Finance Association, vol. 60(2), pages 757-782, April.
    13. Michael C. Jensen, 1991. "Corporate Control And The Politics Of Finance," Journal of Applied Corporate Finance, Morgan Stanley, vol. 4(2), pages 13-34.
    14. Wruck, Karen Hopper, 1994. "Financial policy, internal control, and performance Sealed Air Corporation's leveraged special dividend," Journal of Financial Economics, Elsevier, vol. 36(2), pages 157-192, October.
    15. Karen H. Wruck, 1991. "What Really Went Wrong At Revco?," Journal of Applied Corporate Finance, Morgan Stanley, vol. 4(2), pages 79-92.
    16. Smith, Abbie J., 1990. "Corporate ownership structure and performance *1: The case of management buyouts," Journal of Financial Economics, Elsevier, vol. 27(1), pages 143-164, September.
    17. Wruck, Karen H. & Wu, YiLin, 2008. "Relationships, Corporate Governance, and Performance: Evidence from Private Placements of Common Stock," Working Paper Series 2007-18, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
    18. Andrew Metrick, 2010. "The Economics of Private Equity Funds," Review of Financial Studies, Society for Financial Studies, vol. 23(6), pages 2303-2341, June.
    19. Amar Bhide, 1989. "The Causes And Consequences Of Hostile Takeovers," Journal of Applied Corporate Finance, Morgan Stanley, vol. 2(2), pages 36-59.
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    Cited by:

    1. Pascal Nguyen & Nahid Rahman & Alex Tong & Ruoyun Zhao, 2016. "Board size and firm value: evidence from Australia," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 20(4), pages 851-873, December.
    2. Christof Beuselinck & Marc Deloof & Sophie Manigart, 2009. "Private Equity Involvement and Earnings Quality," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(5-6), pages 587-615.
    3. Mao, Y., 2013. "Essays on leveraged buyouts," Other publications TiSEM 55806b61-eacb-4ba2-97c6-8, Tilburg University, School of Economics and Management.
    4. William Scheela & Edmundo Isidro & Thawatchai Jittrapanun & Nguyen Trang, 2015. "Formal and informal venture capital investing in emerging economies in Southeast Asia," Asia Pacific Journal of Management, Springer, vol. 32(3), pages 597-617, September.

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