Transfers of corporate control in firms with noncontrolling blockholders

• 成果类型: Article
• 署名作者: Stepanov, Sergey
• 署名单位: HSE University (National Research University Higher School of Economics)
• 刊物名称: RAND JOURNAL OF ECONOMICS
• ISSN/ISSBN: 0741-6261
• DOI: 10.1111/1756-2171.12276
• 发表日期: 2019
• 页码: 453-480
• 关键词: investor protection; tender offers; block trades; OWNERSHIP; acquisition; exchange; MARKET; takeovers; mergers; determinants

摘要

I model the choice between a negotiated block trade and a public tender offer as means of acquiring control in a firm with a large minority blockholder. Potential acquirers differ in their (privately known) value-creation ability. In equilibrium, block trades are made by lower ability acquirers compared to tender offers. The equal opportunity rule (EOR) and the freezeout rule are complements in promoting efficiency of control transfers. Stronger investor protection may hamper value-increasing takeovers when the EOR is present. The model also delivers predictions about announcement returns and the incidence of block trades and tender offers under different legal regimes.