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Efficient and Inefficient Sales of Corporate Control

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  • Lucian Arye Bebchuk

Abstract

This paper develops a framework for analyzing transactions that transfer a company's controlling block from an existing controller to a new controller. This framework is used to compare the market rule, which is followed in the United States, with the equal opportunity rule, which prevails in some other countries. The market rule is superior to the equal opportunity rule in facilitating efficient transfers of control but inferior to it in discouraging inefficient transfers. Conditions under which one of the two rules is overall superior are identified; for example, the market rule is superior if existing and new controllers draw their characteristics from the same distributions. Finally, the rules' effects on surplus division are analyzed and this examination reveals a rationale for mandatory rules.

Suggested Citation

  • Lucian Arye Bebchuk, 1994. "Efficient and Inefficient Sales of Corporate Control," NBER Working Papers 4788, National Bureau of Economic Research, Inc.
  • Handle: RePEc:nbr:nberwo:4788 Note: LE
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    References listed on IDEAS

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    11. 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.
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    Cited by:

    1. Kamran & Attaullah Shah, 2014. "The Impact of Corporate Governance and Ownership Structure on Earnings Management Practices: Evidence from Listed Companies in Pakistan," Lahore Journal of Economics, Department of Economics, The Lahore School of Economics, vol. 19(2), pages 27-70, July-Dec.
    2. Marc Goergen, 2005. "Corporate Governance Convergence: Evidence From Takeover Regulation Reforms in Europe," Oxford Review of Economic Policy, Oxford University Press, vol. 21(2), pages 243-268, Summer.
    3. repec:spr:grdene:v:10:y:2001:i:5:d:10.1023_a:1011871430501 is not listed on IDEAS
    4. Shleifer, Andrei & Vishny, Robert W, 1997. " A Survey of Corporate Governance," Journal of Finance, American Finance Association, vol. 52(2), pages 737-783, June.
    5. Elli Kraizberg, 2016. "Portfolio Management and Appropriation of Private Benefits of Control," Journal of Business, LAR Center Press, vol. 1(1), pages 60-72, March.
    6. Dimopoulos, Theodosios & Sacchetto, Stefano, 2014. "Preemptive bidding, target resistance, and takeover premiums," Journal of Financial Economics, Elsevier, vol. 114(3), pages 444-470.
    7. Dombou T., Dany R. & Tanga T., Achille & Tchoffo, Rodrigue & Kouladoum, Jean-Claude & Tchakounté, Josephine & Djekonbe, Djimoudjiel & Vasegmi, Carole, 2017. "Colonial coinage and financial development," MPRA Paper 83331, University Library of Munich, Germany.
    8. Timothy A. Kruse & Kazunori Suzuki, 2016. "The impact of changes in Japanese tender offer regulations on bidder behavior and shareholder gains," Working Papers halshs-01643926, HAL.
    9. Albuquerque, Rui & Schroth, Enrique, 2008. "Determinants of the Block Premium and of Private Benefits of Control," CEPR Discussion Papers 6742, C.E.P.R. Discussion Papers.
    10. Azzam Islam, 2010. "Bank Ownership and Corporate Performance: Evidence from Egypt," Review of Middle East Economics and Finance, De Gruyter, vol. 5(3), pages 91-118, February.
    11. Lucian Arye Bebchuk, 1999. "A Rent-Protection Theory of Corporate Ownership and Control," NBER Working Papers 7203, National Bureau of Economic Research, Inc.
    12. 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.
    13. Erik Berglöf & Mike Burkart, 2003. "European takeover regulation," Economic Policy, CEPR;CES;MSH, vol. 18(36), pages 171-213, April.
    14. Hubert De La Bruslerie, 2012. "Crossing takeover premiums and mix of payment: An empirical test of contractual setting in M&A transactions," Post-Print hal-01505414, HAL.
    15. Mike Burkart & Samuel Lee, 2008. "One Share - One Vote: the Theory," Review of Finance, European Finance Association, vol. 12(1), pages 1-49.
    16. Igor Filatotchev & Oksana Dotsenko, 2015. "Shareholder activism in the UK: types of activists, forms of activism, and their impact on a target’s performance," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 19(1), pages 5-24, February.
    17. Igor Filatotchev & Tomasz Mickiewicz, 2001. "Ownership Concentration, 'Private Benefits of Control' and Debt Financing," UCL SSEES Economics and Business working paper series 4, UCL School of Slavonic and East European Studies (SSEES).

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