Separating Ownership and Information

• 成果类型: Article
• 署名作者: Voss, Paul; Kulms, Marius
• 刊物名称: AMERICAN ECONOMIC REVIEW
• ISSN/ISSBN: 0002-8282
• DOI: 10.1257/aer.20211069
• 发表日期: 2022
• 页码: 3039-3062
• 关键词: GOLDEN PARACHUTES; large shareholders; decision-making; TARGET CEOS; takeovers; exchange; disclosure; authority; mergers; talk

摘要

This paper identifies an upside of the separation of ownership and control, typically the source of inefficiencies in the theory of the firm. Because insiders obtain private information by exercising control, the separation of ownership and control leads to a separation of ownership and information. We show that this separation is neces-sary for efficient trade in the market for corporate control. The anal-ysis reveals how strategic communication between inside and outside shareholders facilitates takeovers by eliciting external bidders' pri-vate information. Our results call into question mandatory disclo-sure requirements during takeovers. (JEL D21, D82, G32, G34)