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Ownership Structure and the Market for Corporate Control

Author

Listed:
  • Daniel Ferreira

    (Universidade Nova de Lisboa and ECGI)

  • Emanuel Ornelas

    (University of Georgia and IBMEC Business School - Rio de Janeiro)

  • John L. Turner

    (Department of Economics, University of Georgia)

Abstract

We study the impact of the ownership structure of a corporation on the characteristics and efficiency of the market for corporate control. We adopt a general mechanism design approach, in which endogenous sources of inefficiency in the market, including adverse selection, moral hazard, budget balance and voluntary trading, may preclude the possibility of efficiently restructuring control and ownership. We identify necessary and sufficient conditions for an efficient market, and describe the characteristics of efficient restructuring mechanisms, when they exist. In efficient restructuring, corporations typically increase the number of shares of the incumbent manager when he remains in control, or give him a generous golden parachute when he is deposed. Corporations are also reluctant to assign full control and full ownership to a single stockholder, unless agency costs are severe. We characterize the set of ownership structures for which efficient restructuring is possible. While the distribution of ownership among the non-controlling shareholders is irrelevant, the level of initial managerial ownership is a central determinant of this set. Typically, efficient restructuring is easier to obtain for low levels of managerial ownership.

Suggested Citation

  • Daniel Ferreira & Emanuel Ornelas & John L. Turner, 2005. "Ownership Structure and the Market for Corporate Control," IBMEC RJ Economics Discussion Papers 2005-09, Economics Research Group, IBMEC Business School - Rio de Janeiro.
  • Handle: RePEc:ibr:dpaper:2005-09
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    File URL: http://professores.ibmecrj.br/erg/dp/papers/dp200509.pdf
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    References listed on IDEAS

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    Citations

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    Cited by:

    1. 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.
    2. Daniel Ferreira & Emanuel Ornelas & John L. Turner, 2015. "Unbundling Ownership and Control," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 24(1), pages 1-21, March.

    More about this item

    Keywords

    ownership; corporate control; restructuring; mechanism design;

    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
    • D82 - Microeconomics - - Information, Knowledge, and Uncertainty - - - Asymmetric and Private Information; Mechanism Design

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