IDEAS home Printed from https://ideas.repec.org/p/pra/mprapa/93201.html
   My bibliography  Save this paper

Takeovers, Shareholder Litigation, and the Free-riding Problem

Author

Listed:
  • Broere, Mark
  • Christmann, Robin

Abstract

When shareholders of a target firm expect a value improving takeover to be successful, they are individually better off not tendering their shares to the buyer and the takeover potentially fails. Squeeze-out procedures can overcome this free-riding dilemma by allowing a buyer to enforce a payout of minority shareholders and seize complete control of the target firm. However, it is often argued that shareholder protection laws and litigation restore or intensify the free-riding dilemma. Applying a game theoretic setting, we demonstrate that it is not shareholder litigation that brings back the free-riding dilemma, but rather the strategic gambling of buyers for lower prices and flaws in the design and application of squeeze-out laws. We find, for example, that lawmakers should refrain from setting separate legal thresholds for corporate control and squeeze-outs. We also analyze a favorable change in jurisdiction of the German Federal Court and provide implications for legal policy.

Suggested Citation

  • Broere, Mark & Christmann, Robin, 2019. "Takeovers, Shareholder Litigation, and the Free-riding Problem," MPRA Paper 93201, University Library of Munich, Germany.
    • Handle: RePEc:pra:mprapa:93201
    as

    Download full text from publisher

    File URL: https://mpra.ub.uni-muenchen.de/93201/1/MPRA_paper_93201.pdf
    File Function: original version
    Download Restriction: no
    ---><---

    References listed on IDEAS

    as
    1. Yarrow, George K, 1985. "Shareholder Protection, Compulsory Acquisition and the Efficiency of the Takeover Process," Journal of Industrial Economics, Wiley Blackwell, vol. 34(1), pages 3-16, September.
    2. Gili Yen & Cheng-few Lee, 2008. "Efficient Market Hypothesis (EMH): Past, Present and Future," Review of Pacific Basin Financial Markets and Policies (RPBFMP), World Scientific Publishing Co. Pte. Ltd., vol. 11(02), pages 305-329.
    3. 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.
    4. Burton G. Malkiel, 2005. "Reflections on the Efficient Market Hypothesis: 30 Years Later," The Financial Review, Eastern Finance Association, vol. 40(1), pages 1-9, February.
    5. Francesca Cornelli & David D. Li, 2002. "Risk Arbitrage in Takeovers," The Review of Financial Studies, Society for Financial Studies, vol. 15(3), pages 837-868.
    6. Fama, Eugene F, 1970. "Efficient Capital Markets: A Review of Theory and Empirical Work," Journal of Finance, American Finance Association, vol. 25(2), pages 383-417, May.
    7. Mike Burkart & Denis Gromb & Fausto Panunzi, 1998. "Why Higher Takeover Premia Protect Minority Shareholders," Journal of Political Economy, University of Chicago Press, vol. 106(1), pages 172-204, February.
    8. Holger M. Müller & Fausto Panunzi, 2004. "Tender Offers and Leverage," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 119(4), pages 1217-1248.
    9. Shleifer, Andrei & Vishny, Robert W, 1986. "Large Shareholders and Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 94(3), pages 461-488, June.
    10. Burkart, Mike & Lee, Samuel, 2018. "Activism and Takeovers," CEPR Discussion Papers 12616, C.E.P.R. Discussion Papers.
    11. Scherer, F M, 1988. "Corporate Takeovers: The Efficiency Arguments," Journal of Economic Perspectives, American Economic Association, vol. 2(1), pages 69-82, Winter.
    12. Hirshleifer, David & Titman, Sheridan, 1990. "Share Tendering Strategies and the Success of Hostile Takeover Bids," Journal of Political Economy, University of Chicago Press, vol. 98(2), pages 295-324, April.
    13. Krishnan, C.N.V. & Masulis, Ronald W. & Thomas, Randall S. & Thompson, Robert B., 2012. "Shareholder litigation in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 18(5), pages 1248-1268.
    14. Albert S. Kyle & Jean-Luc Vila, 1991. "Noise Trading and Takeovers," RAND Journal of Economics, The RAND Corporation, vol. 22(1), pages 54-71, Spring.
    15. 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.
    16. Mark Bagnoli, Barton L. Lipman, 1988. "Successful Takeovers without Exclusion," The Review of Financial Studies, Society for Financial Studies, vol. 1(1), pages 89-110.
    Full references (including those not matched with items on IDEAS)

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Broere, Mark & Christmann, Robin, 2021. "Takeovers, shareholder litigation, and the free-riding problem," International Review of Law and Economics, Elsevier, vol. 65(C).
    2. Robert Marquez & Bilge Yılmaz, 2012. "Takeover Bidding and Shareholder Information," The Review of Corporate Finance Studies, Society for Financial Studies, vol. 1(1), pages 1-27.
    3. Panunzi, Fausto & Mueller, Holger, 2003. "Tender Offers and Leverage," CEPR Discussion Papers 3964, C.E.P.R. Discussion Papers.
    4. 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.
    5. Levit, Doron, 2017. "Advising shareholders in takeovers," Journal of Financial Economics, Elsevier, vol. 126(3), pages 614-634.
    6. Mike Burkart & Denis Gromb & Holger M. Mueller & Fausto Panunzi, 2014. "Legal Investor Protection and Takeovers," Journal of Finance, American Finance Association, vol. 69(3), pages 1129-1165, June.
    7. Martynova, M., 2006. "The market for corporate control and corporate governance regulation in Europe," Other publications TiSEM 8651e281-4914-41f2-ac14-1, Tilburg University, School of Economics and Management.
    8. Marc Goergen, 2005. "Corporate Governance Convergence: Evidence From Takeover Regulation Reforms in Europe," Oxford Review of Economic Policy, Oxford University Press and Oxford Review of Economic Policy Limited, vol. 21(2), pages 243-268, Summer.
    9. Burkart, Mike & Lee, Samuel, 2018. "Activism and Takeovers," CEPR Discussion Papers 12616, C.E.P.R. Discussion Papers.
    10. Burkart, Mike & Lee, Samuel & Petri, Henrik, 2020. "The Social Value of Debt in the Market for Corporate Control," CEPR Discussion Papers 15249, C.E.P.R. Discussion Papers.
    11. Mike Burkart & Samuel Lee, 2022. "Activism and Takeovers," The Review of Financial Studies, Society for Financial Studies, vol. 35(4), pages 1868-1896.
    12. Burkart, Mike & Lee, Samuel, 2022. "Activism and takeovers," LSE Research Online Documents on Economics 111564, London School of Economics and Political Science, LSE Library.
    13. Francesca Cornelli & David D. Li, 2002. "Risk Arbitrage in Takeovers," The Review of Financial Studies, Society for Financial Studies, vol. 15(3), pages 837-868.
    14. Mike Burkart & Samuel Lee, 2015. "Signalling to Dispersed Shareholders and Corporate Control," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 82(3), pages 922-962.
    15. Alexander Radygin & Revold Entov & Marina Turuntseva & Alena Gontmakher & Harry Swain & Jeff Carruthers & Karen Minden & Cheryl Urban, 2002. "The problems of corporate governance in Russia and its regions," Published Papers 12, Gaidar Institute for Economic Policy, revised 2002.
    16. Maug, Ernst, 2006. "Efficiency and fairness in minority freezeouts: Takeovers, overbidding, and the freeze-in problem," International Review of Law and Economics, Elsevier, vol. 26(3), pages 355-379, September.
    17. Armo Gomes, 2001. "Takeovers, Freezeouts, and Risk Arbitrage," Penn CARESS Working Papers c4679b705ea88aebda985c6da, Penn Economics Department.
    18. Bilge Yilmaz, "undated". "A Theory of Takeover Bidding," Rodney L. White Center for Financial Research Working Papers 3-00, Wharton School Rodney L. White Center for Financial Research.
    19. Stefano Demichelis & Klaus Ritzberger, 2007. "Corporate Control and the Stock Market," Carlo Alberto Notebooks 60, Collegio Carlo Alberto.
    20. 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.

    More about this item

    Keywords

    squeeze-out; appraisals; entire Fairness; judicial review;
    All these keywords.

    JEL classification:

    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • K41 - Law and Economics - - Legal Procedure, the Legal System, and Illegal Behavior - - - Litigation Process

    NEP fields

    This paper has been announced in the following NEP Reports:

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:pra:mprapa:93201. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Joachim Winter (email available below). General contact details of provider: https://edirc.repec.org/data/vfmunde.html .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.