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Efficient and Inefficient Sales of Corporate Control: The Case of Going Private

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  • Ofir Moran

    (Radzyner Law School, The Interdisciplinary Center (IDC) Herzliya, Herzliya, Israel)

Abstract

I analyze the legal rules governing the sale-of-corporate-control in the case of going private transactions and examine whether a controlling shareholder must share the premium associated with sale-of-control. I rely on the framework developed in (Bebchuk, L.A. 1994. “Efficient and Inefficient Sales of Corporate Control,” 109 Quarterly Journal of Economics 957–993) regarding these transactions under the adjusted market rule (AMR) enabling different rights for the controlling and minority shareholders, and under the adjusted equal opportunity rule (AEOR) providing equal rights to the minorities and controller. My main findings are that both rules prevent inefficient transfers, since under both the new controller fully internalizes the externality imposed by extracting private benefits of control. However, the AMR is superior in facilitating efficient transfers. This is because the AEOR can prevent efficient transfers, due to the higher price demanded from the buyer in order to compensate both controller and minorities. In consequence, overall, the AMR dominates the AEOR for transactions in which a company is taken private.

Suggested Citation

  • Ofir Moran, 2019. "Efficient and Inefficient Sales of Corporate Control: The Case of Going Private," Review of Law & Economics, De Gruyter, vol. 15(1), pages 1-17, March.
    • Handle: RePEc:bpj:rlecon:v:15:y:2019:i:1:p:17:n:4
    DOI: 10.1515/rle-2017-0015
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    References listed on IDEAS

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    1. 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.
    2. Bebchuk, Lucian Arye, 1989. "Takeover Bids below the Expected Value of Minority Shares," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 24(2), pages 171-184, June.
    3. Philippe Aghion & Patrick Bolton, 1992. "An Incomplete Contracts Approach to Financial Contracting," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 59(3), pages 473-494.
    4. Leuz, Christian, 2007. "Was the Sarbanes-Oxley Act of 2002 really this costly? A discussion of evidence from event returns and going-private decisions," Journal of Accounting and Economics, Elsevier, vol. 44(1-2), pages 146-165, September.
    5. Ronen Barak & Beni Lauterbach, 2011. "Estimating the private benefits of control from partial control transfers: methodology and evidence," International Journal of Corporate Governance, Inderscience Enterprises Ltd, vol. 2(3/4), pages 183-200.
    6. repec:bla:jfinan:v:59:y:2004:i:2:p:537-600 is not listed on IDEAS
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    Keywords

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    JEL classification:

    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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