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Transferts négociés de blocs de contrôle, bénéfices privés et protection des actionnaires minoritaires

  • Salma Fourati

    (ISG Tunis - ISG Tunis)

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    Control blocks transfers offer a particularly interesting framework to estimate private benefits of control. In addition, these operations can have important consequences on the various parties (the target firm, the acquirer, the minority shareholders) particularly in the presence of a legal mechanism of protection of minority shareholders such as the price guarantee (adopted in France). We estimate the extent of the private benefit of control through the premium paid in private block negotiations, then, we evaluate the effectiveness of the equal opportunity rule to protect the minority shareholder interests. Empirical estimates show high level of private benefits since the premium paid by control block acquirer is about 20%. Our study reveals that the mechanism of price guarantee contributes to protect the minority shareholders, in particular, the utility of this regulation is more justified for transfers that modify the ownership structure of the target firm; on the other hand, the choice of the minority shareholders to exercise their exit option can be directed by the initiator through communicated information.

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    File URL: https://halshs.archives-ouvertes.fr/halshs-00524890/document
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    Paper provided by HAL in its series Post-Print with number halshs-00524890.

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    Date of creation: May 2008
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    Publication status: Published in LA COMPTABILITE, LE CONTRÔLE ET L'AUDIT ENTRE CHANGEMENT ET STABILITE, May 2008, France. pp.CD Rom, 2008
    Handle: RePEc:hal:journl:halshs-00524890
    Note: View the original document on HAL open archive server: https://halshs.archives-ouvertes.fr/halshs-00524890
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    1. Andrei Shleifer & Robert W. Vishny, 1996. "A Survey of Corporate Governance," NBER Working Papers 5554, National Bureau of Economic Research, Inc.
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    4. Dyck, Alexander & Zingales, Luigi, 2002. "Private Benefits of Control: An International Comparison," CEPR Discussion Papers 3177, C.E.P.R. Discussion Papers.
    5. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    6. Jeremy S. S. Edwards & Alfons J. Weichenrieder, 2004. "Ownership Concentration and Share Valuation," German Economic Review, Verein für Socialpolitik, vol. 5(2), pages 143-171, 05.
    7. Lucian Arye Bebchuk, 1994. "Efficient and Inefficient Sales of Corporate Control," The Quarterly Journal of Economics, Oxford University Press, vol. 109(4), pages 957-993.
    8. Jeffrey Zwiebel, 1995. "Block Investment and Partial Benefits of Corporate Control," Review of Economic Studies, Oxford University Press, vol. 62(2), pages 161-185.
    9. repec:dau:papers:123456789/12556 is not listed on IDEAS
    10. Nicodano, Giovanna & Sembenelli, Alessandro, 2004. "Private benefits, block transaction premiums and ownership structure," International Review of Financial Analysis, Elsevier, vol. 13(2), pages 227-244.
    11. Barclay, Michael J & Holderness, Clifford G, 1992. "The Law and Large-Block Trades," Journal of Law and Economics, University of Chicago Press, vol. 35(2), pages 265-94, October.
    12. Barclay, Michael J. & Holderness, Clifford G., 1989. "Private benefits from control of public corporations," Journal of Financial Economics, Elsevier, vol. 25(2), pages 371-395, December.
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    14. Kahan, Marcel, 1993. "Sales of Corporate Control," Journal of Law, Economics and Organization, Oxford University Press, vol. 9(2), pages 368-79, October.
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