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Transfers of corporate control in firms with noncontrolling blockholders
Author(s) -
Stepanov Sergey
Publication year - 2019
Publication title -
the rand journal of economics
Language(s) - English
Resource type - Journals
SCImago Journal Rank - 3.687
H-Index - 108
eISSN - 1756-2171
pISSN - 0741-6261
DOI - 10.1111/1756-2171.12276
Subject(s) - tender offer , block (permutation group theory) , control (management) , business , value (mathematics) , monetary economics , microeconomics , economics , industrial organization , finance , shareholder , corporate governance , computer science , geometry , mathematics , management , machine learning
Abstract 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.