Efficient and Inefficient Sales of Corporate Control
构建了一个分析框架，比较美国采用的市场规则与其他国家采用的平等机会规则在控制权转让中的效率差异，并识别了哪种规则在何种条件下更优。
This paper develops a framework for analyzing transactions that transfer a company's controlling block from an existing controller to a new controller. This framework is used to compare the market rule, which is followed in the United States, with the equal opportunity rule, which is used in many other countries. The market rule is superior to the equal opportunity rule in facilitating efficient transfers of control but inferior to it in discouraging inefficient transfers. Conditions under which one of the two rules is overall superior are identified; for example, the market rule is superior if existing and new controllers draw their characteristics from the same distributions. Finally, the rules' effects on surplus division are analyzed, and this examination reveals a rationale for mandatory rules.