IDEAS home Printed from https://ideas.repec.org/a/eee/finana/v61y2019icp9-19.html
   My bibliography  Save this article

Protecting the weak: Efficacy of mandated auctions in minority buyouts

Author

Listed:
  • Dai, Ya
  • Guo, Liang
  • Kadapakkam, Palani-Rajan

Abstract

There is considerable debate among economists and legal scholars about the need for regulatory protection for minority shareholders when controlling shareholders seek to buy them out. We examine the impact of regulatory changes in India which mandated a reverse book building (RBB) process, wherein the buyout price was determined by minority shareholders rather than by the controlling shareholders. Accounting for differences in firm and deal characteristics, we find that the RBB process increased the gains to minority shareholders. Stock price reactions at deal announcement reflect these gains after a learning period during which market participants adjusted to this new mechanism.

Suggested Citation

  • Dai, Ya & Guo, Liang & Kadapakkam, Palani-Rajan, 2019. "Protecting the weak: Efficacy of mandated auctions in minority buyouts," International Review of Financial Analysis, Elsevier, vol. 61(C), pages 9-19.
    • Handle: RePEc:eee:finana:v:61:y:2019:i:c:p:9-19
    DOI: 10.1016/j.irfa.2018.11.005
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S1057521918303636
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.irfa.2018.11.005?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. Hasan, Iftekhar & Wachtel, Paul & Zhou, Mingming, 2009. "Institutional development, financial deepening and economic growth: Evidence from China," Journal of Banking & Finance, Elsevier, vol. 33(1), pages 157-170, January.
    2. Kisgen, Darren J. & QJ Qian, Jun & Song, Weihong, 2009. "Are fairness opinions fair? The case of mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 91(2), pages 179-207, February.
    3. DeAngelo, Harry & DeAngelo, Linda & Rice, Edward M, 1984. "Going Private: Minority Freezeouts and Stockholder Wealth," Journal of Law and Economics, University of Chicago Press, vol. 27(2), pages 367-401, October.
    4. Atanasov, Vladimir & Black, Bernard & Ciccotello, Conrad & Gyoshev, Stanley, 2010. "How does law affect finance? An examination of equity tunneling in Bulgaria," Journal of Financial Economics, Elsevier, vol. 96(1), pages 155-173, April.
    5. Lucian Arye Bebchuk & Marcel Kahan, 2000. "Adverse Selection and Gains to Controllers in Corporate Freezeouts," NBER Chapters, in: Concentrated Corporate Ownership, pages 247-264, National Bureau of Economic Research, Inc.
    6. Basu, Nilanjan & Dimitrova, Lora & Paeglis, Imants, 2009. "Family control and dilution in mergers," Journal of Banking & Finance, Elsevier, vol. 33(5), pages 829-841, May.
    7. Franco Parisi & Ike Mathur & Lance Nail, 2009. "Minority Stockholders' Protection in a New Corporate Control Law: Market Implications in an Emerging Economy," Emerging Markets Finance and Trade, Taylor & Francis Journals, vol. 45(6), pages 4-19, November.
    8. Maug, Ernst, 2006. "Efficiency and fairness in minority freezeouts: Takeovers, overbidding, and the freeze-in problem," International Review of Law and Economics, Elsevier, vol. 26(3), pages 355-379, September.
    9. Bates, Thomas W. & Lemmon, Michael L. & Linck, James S., 2006. "Shareholder wealth effects and bid negotiation in freeze-out deals: Are minority shareholders left out in the cold?," Journal of Financial Economics, Elsevier, vol. 81(3), pages 681-708, September.
    10. Croci, Ettore & Petmezas, Dimitris, 2010. "Minority shareholders' wealth effects and stock market development: Evidence from increase-in-ownership M&As," Journal of Banking & Finance, Elsevier, vol. 34(3), pages 681-694, March.
    11. Brian F. Smith & Ben Amoako-Adu, 1992. "Minority Buyouts and Ownership Characteristics: Evidence From the Toronto Stock Exchange," Financial Management, Financial Management Association, vol. 21(2), Summer.
    12. Guhan Subramanian, 2007. "Post-Siliconix Freeze-Outs: Theory and Evidence," The Journal of Legal Studies, University of Chicago Press, vol. 36(1), pages 1-26, January.
    13. Krishnan, C.N.V. & Masulis, Ronald W. & Thomas, Randall S. & Thompson, Robert B., 2012. "Shareholder litigation in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 18(5), pages 1248-1268.
    14. Ettore Croci & Alfonso Del Giudice, 2014. "Delistings, Controlling Shareholders and Firm Performance in Europe," European Financial Management, European Financial Management Association, vol. 20(2), pages 374-405, March.
    15. Sridhar Gogineni & John Puthenpurackal, 2014. "Target-Management-Involved Buyouts: Impact On Takeover Competition, Litigation Risk, And Shareholder Returns," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 37(3), pages 323-356, September.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Harford, Jarrad & Stanfield, Jared & Zhang, Feng, 2019. "Do insiders time management buyouts and freezeouts to buy undervalued targets?," Journal of Financial Economics, Elsevier, vol. 131(1), pages 206-231.
    2. Konstantinos Konstantaras & Vasilios Sogiakas, 2019. "Is stock liquidity transferred and upgraded in acquisitions? Evidence from liquidity synergies in US freeze-outs," Annals of Operations Research, Springer, vol. 282(1), pages 179-216, November.
    3. Bøhren, Øyvind & Krosvik, Nils Erik, 2013. "The economics of minority freezeouts: Evidence from the courtroom," International Review of Law and Economics, Elsevier, vol. 36(C), pages 48-58.
    4. repec:dau:papers:123456789/7707 is not listed on IDEAS
    5. Matteo P. Arena & Michaël Dewally & Sarah W. Peck, 2020. "Fight or flee: Outside director departures prior to contested management buyout offers," Corporate Governance: An International Review, Wiley Blackwell, vol. 28(5), pages 274-293, September.
    6. Croci, Ettore & Petmezas, Dimitris, 2010. "Minority shareholders' wealth effects and stock market development: Evidence from increase-in-ownership M&As," Journal of Banking & Finance, Elsevier, vol. 34(3), pages 681-694, March.
    7. Beni Lauterbach & Yevgeny Mugerman, 2020. "The Effect of Institutional Investors’ Voice on the Terms and Outcome of Freeze-out Tender Offers," Quarterly Journal of Finance (QJF), World Scientific Publishing Co. Pte. Ltd., vol. 10(01), pages 1-33, February.
    8. Flavio Bazzana & Eleonora Broccardo, 2013. "The role of bondholder coordination in freeze-out exchange offers," Journal of Financial Management, Markets and Institutions, Società editrice il Mulino, issue 1, pages 67-84, January.
    9. Wei Jiang & Tao Li & Danqing Mei & Randall Thomas, 2016. "Appraisal: Shareholder Remedy or Litigation Arbitrage?," Journal of Law and Economics, University of Chicago Press, vol. 59(3), pages 697-729.
    10. At, Christian & Béal, Sylvain & Morand, Pierre-Henri, 2015. "Freezeout, compensation rules, and voting equilibria," International Review of Law and Economics, Elsevier, vol. 41(C), pages 91-102.
    11. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 58(C), pages 650-699.
    12. Mittoo, Usha & Ng, Dennis & Yan, Meng, 2020. "Managerial ownership, credit market conditions, undervaluation and offer premiums in management (MBOs) and leveraged buyouts (LBOs)," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 65(C).
    13. Atanasov, Vladimir & Black, Bernard & Ciccotello, Conrad & Gyoshev, Stanley, 2010. "How does law affect finance? An examination of equity tunneling in Bulgaria," Journal of Financial Economics, Elsevier, vol. 96(1), pages 155-173, April.
    14. Cai, Ye & Sevilir, Merih, 2012. "Board connections and M&A transactions," Journal of Financial Economics, Elsevier, vol. 103(2), pages 327-349.
    15. Renneboog, Luc & Vansteenkiste, Cara, 2019. "Failure and success in mergers and acquisitions," Other publications TiSEM 9baa3ffc-67cb-4647-9da5-a, Tilburg University, School of Economics and Management.
    16. Bates, Thomas W. & Lemmon, Michael L. & Linck, James S., 2006. "Shareholder wealth effects and bid negotiation in freeze-out deals: Are minority shareholders left out in the cold?," Journal of Financial Economics, Elsevier, vol. 81(3), pages 681-708, September.
    17. Levit, Doron, 2017. "Advising shareholders in takeovers," Journal of Financial Economics, Elsevier, vol. 126(3), pages 614-634.
    18. Hu, Jianfeng & Low, Kelvin F.K. & Zhang, Wei, 2022. "The value of fiduciary duties: Evidence from en bloc sales in Singapore," International Review of Law and Economics, Elsevier, vol. 72(C).
    19. Boone, Audra L. & Mulherin, J. Harold, 2017. "Who monitors the monitor? The use of special committees by target firms in corporate takeovers," Journal of Corporate Finance, Elsevier, vol. 44(C), pages 388-404.
    20. Ettore Croci & Alfonso Del Giudice, 2014. "Delistings, Controlling Shareholders and Firm Performance in Europe," European Financial Management, European Financial Management Association, vol. 20(2), pages 374-405, March.
    21. Ripamonti, Alexandre & Kayo, Eduardo, 2016. "Corporate Governance and Capital Structure: Stock, Bonds and Substitution," MPRA Paper 79457, University Library of Munich, Germany.

    More about this item

    Keywords

    Minority buyouts; Indian stock markets; Book building process;
    All these keywords.

    JEL classification:

    • G3 - Financial Economics - - Corporate Finance and Governance
    • G15 - Financial Economics - - General Financial Markets - - - International Financial Markets

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:finana:v:61:y:2019:i:c:p:9-19. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/inca/620166 .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.