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Do Shareholder Tender Agreements inform or expropriate shareholders?

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  • Bargeron, Leonce L.

Abstract

By signing a Shareholder Tender Agreement (STA) a shareholder pre-commits to tender her shares to a particular bidder, forsaking the right to tender to any subsequent bidder. In a representative sample of tender offers between 1995 and 2010, 60% of the offers contain an STA. STA deals are associated with lower premiums, greater ownership concentration, greater management ownership, and greater information asymmetry. The results support the hypothesis that STAs certify value to uninformed shareholders, thereby increasing the efficiency of the tender offer process. The evidence does not support the view that STAs expropriate value from shareholders of target companies.

Suggested Citation

  • Bargeron, Leonce L., 2012. "Do Shareholder Tender Agreements inform or expropriate shareholders?," Journal of Corporate Finance, Elsevier, vol. 18(2), pages 373-388.
  • Handle: RePEc:eee:corfin:v:18:y:2012:i:2:p:373-388
    DOI: 10.1016/j.jcorpfin.2012.01.002
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    References listed on IDEAS

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    Cited by:

    1. Weitzel, Utz & Kling, Gerhard, 2012. "Sold below value? Why some targets accept very low and even negative takeover premiums," MPRA Paper 42832, University Library of Munich, Germany.
    2. Hamberg, Mattias & Overland, Conny & Lantz, Björn, 2013. "Board participation, toeholds and the cross-border effect," International Business Review, Elsevier, vol. 22(5), pages 868-882.

    More about this item

    Keywords

    Tender offer; Merger; Asymmetric information; Certification; Bid premium;

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • D82 - Microeconomics - - Information, Knowledge, and Uncertainty - - - Asymmetric and Private Information; Mechanism Design

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