The Foundations of Freezeout Laws in Takeovers
为成功收购后挤出未投标股东提供了经济依据，提出一种基于易验证信息的挤出机制，在股权分散和有大股东的公司模型中均能实现理想效率和福利，并分析了竞争性收购中的溢价。
ABSTRACT We provide an economic basis for permitting freezeouts of nontendering shareholders following successful takeovers. We describe a specific freezeout mechanism based on easily verifiable information that induces desirable efficiency and welfare properties in models of both corporations with widely dispersed shareholdings and corporations with large pivotal shareholders. The mechanism dominates previous proposals along some important dimensions. We also examine takeover premia that arise in the presence of competition among raiders. Our mechanism is closely related to the practice of takeover law in the United States; thus, our analysis may be thought of as analyzing the economic foundations of current regulations.