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The Value of Control in Private Companies

Author

Listed:
  • Van den Cruijce Johan

    (Vlerick Business School, Gent, Belgium)

  • Van Hulle Cynthia

    (KU Leuven, Leuven, Belgium)

  • De Maeseneire Wouter

    (Vlerick Business School, Gent, Belgium)

  • De Ruyck Bettina

    (Vlerick Business School, Gent, Belgium)

Abstract

The controlling shareholder of a company has the potential to extract private benefits of control (PBC). In contrast to shared benefits, PBC are proceeds that accrue only to the majority shareholders. They can take a variety of forms that range from outright theft to a (covert) compensation for private costs incurred in controlling the company. It is notoriously difficult to measure PBC and the literature only provides a rough guidance based on two methods: the control premium method and the voting premium method. These two methods are based on the logic that PBC must be the reason why the controlling shareholder pays a premium over the market price for a controlling block or why voting and non-voting shares are priced differently. This paper introduces a third method to estimate the PBC. We look at the discount (compared to a baseline valuation made at the controlling level) that minority shareholders ask to invest in a company. In the context of private companies, we find a discount of 16.72 % that translates into estimated PBC of 20.08 % (premium per share). We argue that the discount for lack of control can be explained as a discount for private benefits.

Suggested Citation

  • Van den Cruijce Johan & Van Hulle Cynthia & De Maeseneire Wouter & De Ruyck Bettina, 2025. "The Value of Control in Private Companies," Review of Law & Economics, De Gruyter, vol. 21(1), pages 45-76.
  • Handle: RePEc:bpj:rlecon:v:21:y:2025:i:1:p:45-76:n:1003
    DOI: 10.1515/rle-2024-0047
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    More about this item

    Keywords

    private benefits of control; discount; valuation; private companies; DLOC;
    All these keywords.

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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