大宗投资与公司控制权的部分收益

Block Investment and Partial Benefits of Corporate Control

Review of Economic Studies · 1995
被引 429
人大 A+FT50ABS 4*

中文导读

提出理论解释为何投资者持有远低于控制权所需的大宗股权,指出小股东可联合形成控制联盟,并预测大股东会通过持股规模阻止其他投资者,存在一个不受挑战的持股门槛,且不同公司的股东结构呈现特定客户效应。

Abstract

Despite familiar arguments for diversification, many investors choose to hold significant blocks of equity in the same firm. While control benefits may explain majority blocks, most blocks are much smaller than what is generally considered necessary for control. This paper develops a theory whereby such blocks can confer to their holders partial benefits of control; in particular, small block shareholders can join together and form controlling coalitions. The implications of such a cooperative game among block shareholders for the shareholder structure within and across firms are examined. This paper predicts large investors will "create their own space" by staking out large enough blocks to deter other block investors, there will be a threshold level above which large investors are not challenged, and that the shareholder structure across firms will exhibit a particular clientele effect among block shareholders. These predictions are consistent with a preliminary review of empirical evidence.

大宗持股控制权部分收益控制联盟股东结构