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Optimisation d’une stratégie anti-OPA par limitation linéaire des droits de vote face à un investisseur hostile

Listed author(s):
  • Bruno-Laurent Moschetto
  • Frédéric Teulon

This paper studies the rules that limit voting rights as a defensive measure against hostile takeovers. We consider atomistic shareholders and a small group of united minority shareholders, the hard core, that wants to block any hostile takeovers. This group constructs a device based on a threshold below which each share is linked to one vote and above which each share gives less than one vote, according to a coefficient of redistribution. It finds the optimal couple that blocks hostile takeovers while minimizing the negative impact on the market due to too strong protection of the hard core to the detriment of dispersed shareholders.

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Paper provided by Department of Research, Ipag Business School in its series Working Papers with number 2014-410.

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Length: 25 pages
Date of creation: 01 Jan 2014
Handle: RePEc:ipg:wpaper:2014-410
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  1. Comment, Robert & Schwert, G. William, 1995. "Poison or placebo? Evidence on the deterrence and wealth effects of modern antitakeover measures," Journal of Financial Economics, Elsevier, vol. 39(1), pages 3-43, September.
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  10. Austen-Smith, David & O'Brien, Patricia C, 1992. "Takeover Defences and Shareholder Voting," Economica, London School of Economics and Political Science, vol. 59(234), pages 199-219, May.
  11. Chiraz Ben Ali, 2014. "Corporate Governance, Principal-Principal Agency Conflicts, and Disclosure," Working Papers 2014-125, Department of Research, Ipag Business School.
  12. Rafael La Porta & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, 1998. "Law and Finance," Journal of Political Economy, University of Chicago Press, vol. 106(6), pages 1113-1155, December.
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  14. Frédéric Teulon & Bruno Laurent Moschetto, 2013. "Linear Voting Rule Limitation Strategy to Reduce the Power of a Unique New Comer in a Firm’s Capital," Working Papers 2013-1, Department of Research, Ipag Business School.
  15. Jensen, Michael C, 1986. "Agency Costs of Free Cash Flow, Corporate Finance, and Takeovers," American Economic Review, American Economic Association, vol. 76(2), pages 323-329, May.
  16. 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.
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  18. 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.
  19. repec:ipg:wpaper:2013-001 is not listed on IDEAS
  20. Molin, Johan, 1996. "Optimal deterrence and inducement of takeovers: An analysis of poison pills and dilution," SSE/EFI Working Paper Series in Economics and Finance 102, Stockholm School of Economics.
  21. 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.
  22. Grossman, S J & Hart, O D, 1980. " Disclosure Laws and Takeover Bids," Journal of Finance, American Finance Association, vol. 35(2), pages 323-334, May.
  23. Jensen, Michael C, 1988. "Takeovers: Their Causes and Consequences," Journal of Economic Perspectives, American Economic Association, vol. 2(1), pages 21-48, Winter.
  24. Mark Bagnoli, Barton L. Lipman, 1988. "Successful Takeovers without Exclusion," Review of Financial Studies, Society for Financial Studies, vol. 1(1), pages 89-110.
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  26. Randall A. Heron & Erik Lie, 2006. "On the Use of Poison Pills and Defensive Payouts by Takeover Targets," The Journal of Business, University of Chicago Press, vol. 79(4), pages 1783-1808, July.
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