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The Choice Between Various Freeze-out Procedures and its Consequences

Author

Listed:
  • Beni Lauterbach
  • Evgeny Lyandres
  • Yevgeny Mugerman
  • Barak Yarkoni

Abstract

We develop a model of freeze-out merger and tender offers and test it in an economy where merger and tender regulation are extremely different. Using a relatively large sample of 329 freeze-out offers in Israel during 2000–2019, we document evidence consistent with the model. We also find that tender offers: (1) are the preferred technique; (2) offer lower premiums; and (3) suffer from a relatively large (40%) offer rejection rate. These findings diverge from U.S. evidence, and are partly due to differences in the tender offer procedures. Thus, our study illustrates that the tender offer procedure is a delicate one, and explains why Delaware has often amended it.

Suggested Citation

  • Beni Lauterbach & Evgeny Lyandres & Yevgeny Mugerman & Barak Yarkoni, 2021. "The Choice Between Various Freeze-out Procedures and its Consequences," Journal of Law, Finance, and Accounting, now publishers, vol. 6(2), pages 315-351, November.
  • Handle: RePEc:now:jnllfa:108.00000055
    DOI: 10.1561/108.00000055
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    More about this item

    Keywords

    Going private transactions; controlling shareholders; mergers; tender offers;
    All these keywords.

    JEL classification:

    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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