Security-voting structure and bidder screening
This paper demonstrates that non-voting shares can promote takeovers. When the bidder has private information, shareholders may refuse to tender because they suspect to sell at an ex post unfavourable price. The ensuing friction in the sale of cash flow rights can prevent an efficient change of control. Separating cash flow and voting rights alters the degree of cross-subsidization among bidder types. It can therefore be used as an instrument to promote takeover activity and to discriminate between efficient and inefficient bidders. The optimal fraction of non-voting shares decreases with managerial ability, implying an inverse relationship between firm value and non-voting shares.
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- Pajuste, Anete, 2005. "Determinants and consequences of the unification of dual-class shares," Working Paper Series 0465, European Central Bank.
- Renée Birgit Adams & Francesca Cornelli & Leonardo Felli, 2012.
"How to Sell a (Bankrupt) Company,"
International Review of Finance,
International Review of Finance Ltd., vol. 12(2), pages 197-226, 06.
- Cornelli, Francesca & Felli, Leonardo, 2001. "How to Sell a (Bankrupt) Company?," CEPR Discussion Papers 2881, C.E.P.R. Discussion Papers.
- Francesca Cornelli & Leonardo Felli, 2010. "How to sell a (bankrupt) company?," LSE Research Online Documents on Economics 4685, London School of Economics and Political Science, LSE Library.
- Francesca Cornelli & Leonardo Felli, 2000. "How to Sell a (Bankrupt) Company," CESifo Working Paper Series 292, CESifo Group Munich.
- Shleifer, Andrei & Vishny, Robert W, 1986.
"Large Shareholders and Corporate Control,"
Journal of Political Economy,
University of Chicago Press, vol. 94(3), pages 461-88, June.
- Morten Bennedsen & Kasper Nielsen, 2004. "The Impact of a Break-Through Rule on European Firms," European Journal of Law and Economics, Springer, vol. 17(3), pages 259-283, May.
- Hirshleifer, David & Titman, Sheridan, 1990. "Share Tendering Strategies and the Success of Hostile Takeover Bids," Journal of Political Economy, University of Chicago Press, vol. 98(2), pages 295-324, April.
- Paul A. Gompers & Joy Ishii & Andrew Metrick, 2010.
"Extreme Governance: An Analysis of Dual-Class Firms in the United States,"
Review of Financial Studies,
Society for Financial Studies, vol. 23(3), pages 1051-1088, March.
- Paul A. Gompers & Joy Ishii & Andrew Metrick, 2010. "Extreme Governance: An Analysis of Dual-Class Firms in the United States," NBER Chapters, in: Corporate Governance National Bureau of Economic Research, Inc.
- Mike Burkart & Denis Gromb & Fausto Panunzi, 2006.
"Minority Blocks and Takeover Premia,"
Journal of Institutional and Theoretical Economics (JITE),
Mohr Siebeck, Tübingen, vol. 162(1), pages 32-49, March.
- Mike Burkart & Denis Gromb & Fausto Panunzi, 2005. "Minority blocks and takeover premia," LSE Research Online Documents on Economics 24663, London School of Economics and Political Science, LSE Library.
- Burkart, Mike & Gromb, Denis & Panunzi, Fausto, 2005. "Minority Blocks and Takeover Premia," CEPR Discussion Papers 5240, C.E.P.R. Discussion Papers.
- Fausto Panunzi & Denis Gromb & Mike Burkart, 2005. "Minority Blocks And Takeover Premia," FMG Discussion Papers dp544, Financial Markets Group.
- Mike Burkart & Samuel Lee, 2010.
"Signaling in Tender Offer Games,"
FMG Discussion Papers
dp655, Financial Markets Group.
- 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.
- Hart, Oliver, 1995. "Firms, Contracts, and Financial Structure," OUP Catalogue, Oxford University Press, number 9780198288817.
- Lucian A. Bebchuk & Luigi Zingales, 2000. "Ownership Structures and the Decision to Go Public: Private versus Social Optimality," NBER Chapters, in: Concentrated Corporate Ownership, pages 55-80 National Bureau of Economic Research, Inc.
- Hansen, Robert G, 1987. "A Theory for the Choice of Exchange Medium in Mergers and Acquisitions," The Journal of Business, University of Chicago Press, vol. 60(1), pages 75-95, January.
- Eckbo, B Espen & Giammarino, Ronald M & Heinkel, Robert L, 1990. "Asymmetric Information and the Medium of Exchange in Takeovers: Theory and Tests," Review of Financial Studies, Society for Financial Studies, vol. 3(4), pages 651-75.
- Bergstrom, Clas & Hogfeldt, Peter & Molin, Johan, 1997. "The Optimality of the Mandatory Bid Rule," Journal of Law, Economics and Organization, Oxford University Press, vol. 13(2), pages 433-51, October.
- Mike Burkart & Denis Gromb & Fausto Panunzi, 1998. "Why Higher Takeover Premia Protect Minority Shareholders," Journal of Political Economy, University of Chicago Press, vol. 106(1), pages 172-204, February.
- Sanford J. Grossman & Oliver D. Hart, .
"The Allocational Role of Takeover Bids in Situations of Asymmetric Information,"
Rodney L. White Center for Financial Research Working Papers
06-80, Wharton School Rodney L. White Center for Financial Research.
- Grossman, Sanford J & Hart, Oliver D, 1981. "The Allocational Role of Takeover Bids in Situations of Asymmetric Information," Journal of Finance, American Finance Association, vol. 36(2), pages 253-70, May.
- Sanford J. Grossman & Oliver D. Hart, . "The Allocational Role of Takeover Bids in Situations of Asymmetric Information," Rodney L. White Center for Financial Research Working Papers 6-80, Wharton School Rodney L. White Center for Financial Research.
- Chowdhry, Bhagwan & Jegadeesh, Narasimhan, 1994. "Pre-Tender Offer Share Acquisition Strategy in Takeovers," Journal of Financial and Quantitative Analysis, Cambridge University Press, vol. 29(01), pages 117-129, March.
- Holmstrom, Bengt & Nalebuff, Barry, 1992. "To the Raider Goes the Surplus? A Reexamination of the Free-Rider Problem," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 1(1), pages 37-62, Spring.
- Harris, Milton & Raviv, Artur, 1988. "Corporate governance : Voting rights and majority rules," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 203-235, January.
- Renée Adams & Daniel Ferreira, 2008. "One Share-One Vote: The Empirical Evidence," Review of Finance, European Finance Association, vol. 12(1), pages 51-91.
- Betton, Sandra & Eckbo, B Espen, 2000. "Toeholds, Bid Jumps, and Expected Payoffs in Takeovers," Review of Financial Studies, Society for Financial Studies, vol. 13(4), pages 841-82.
- Belén Villalonga & Raphael Amit, 2009. "How Are U.S. Family Firms Controlled?," Review of Financial Studies, Society for Financial Studies, vol. 22(8), pages 3047-3091, August.
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