Signalling to Dispersed Shareholders and Corporate Control

• 成果类型: Article
• 署名作者: Burkart, Mike; Lee, Samuel
• 署名单位: Stockholm School of Economics; Swedish House of Finance; Swedish House of Finance; Swedish House of Finance; New York University; New York University
• 刊物名称: REVIEW OF ECONOMIC STUDIES
• ISSN/ISSBN: 0034-6527
• DOI: 10.1093/restud/rdv005
• 发表日期: 2015
• 页码: 922-962
• 关键词: free cash flow; takeover bids; AGENCY COSTS; INFORMATION; exchange; VOTE; EFFICIENCY; governance; OWNERSHIP; decisions

摘要

This article analyses how outsiders, such as bidders or activist investors, overcome the lack of coordination and information among dispersed shareholders. We identify the two basic means to achieve this goal. First, the outsider must relinquish private benefits in a manner that is informative about security benefits. We show under which conditions this is feasible and which acquisition strategies used in practice meet these conditions. Second, the outsider can alternatively use derivatives to drive a wedge between her voting power and her economic interest in the firm. Such unbundling of ownership and control, while typically considered a source of corporate governance problems, is an efficient response to the frictions dispersed ownership causes for control contestability. We also show that unbundling comes with costs and benefits for the bidder's incentives to improve firm value.