Unbundling the Voting Rights and Profit Claims of Common Shares
分析恶意收购中股东可单独出售投票权的影响。无税时仅福利改善的收购成功；有税时禁止投票权出售会导致价值提升型收购过少，允许出售则促进收购并提高福利。
The authors analyze a model of a hostile takeover attempt in which shareholders are free to sell common-share voting rights, as well as the shares themselves. Without taxation, only welfare-improving takeovers succeed. Allowing vote sales has no effect on the success of attempted takeovers or the profits of incumbent management or raiders. When taxes are levied, however, an inefficiently small number of value-increasing takeovers succeed if vote sales are prohibited. Allowing vote sales facilitates such takeovers and raises welfare. With taxation, incumbents would never prefer to defend against takeovers by purchasing votes, but raiders might well prefer this method. Copyright 1989 by University of Chicago Press.