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The Optimality of the Mandatory Bid Rule

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  • Bergstrom, Clas
  • Hogfeldt, Peter
  • Molin, Johan

Abstract

A recent legislative directive from the Commission of the European Community proposes the enactment of a mandatory bid rule (MBR) whereby a bidder trying to acquire control of a firm should be required to extend the offer for all shares of the firm. This article analyzes how adoption of such a rule affects shareholder wealth and allocative efficiency. We derive a general design principle which precisely characterizes when the MBR is in the interest of the shareholders and when it is not, and evaluate the MBR as a policy instrument. The design principle is shown to closely approximate the choice of the optimal bidform. Copyright 1997 by Oxford University Press.

Suggested Citation

  • 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 433-451, October.
  • Handle: RePEc:oup:jleorg:v:13:y:1997:i:2:p:433-51
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    Cited by:

    1. At, Christian & Burkart, Mike & Lee, Samuel, 2011. "Security-voting structure and bidder screening," Journal of Financial Intermediation, Elsevier, vol. 20(3), pages 458-476, July.
    2. Ken Bechmann & Johannes Raaballe, 2003. "A Regulation of Bids for Dual Class Shares. Implication: Two Shares—One Price," European Journal of Law and Economics, Springer, vol. 15(1), pages 17-46, January.
    3. Wang, Ying & Lahr, Henry, 2017. "Takeover law to protect shareholders: Increasing efficiency or merely redistributing gains?," Journal of Corporate Finance, Elsevier, vol. 43(C), pages 288-315.
    4. Mike Burkart & Samuel Lee, 2008. "One Share - One Vote: the Theory," Review of Finance, European Finance Association, vol. 12(1), pages 1-49.
    5. Hubert De La Bruslerie, 2013. "Equal opportunity rule vs. market rule in transfer of control: How can private benefits help to provide an answer?," Post-Print halshs-00937543, HAL.
    6. Carvalhal da Silva, Andre & Subrahmanyam, Avanidhar, 2007. "Dual-class premium, corporate governance, and the mandatory bid rule: Evidence from the Brazilian stock market," Journal of Corporate Finance, Elsevier, vol. 13(1), pages 1-24, March.
    7. de La Bruslerie, Hubert, 2013. "Equal opportunity rule vs. market rule in transfer of control: How can private benefits help to provide an answer?," Journal of Corporate Finance, Elsevier, vol. 23(C), pages 88-107.

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