Agency Conflicts in Public and Negotiated Transfers of Corporate Control
分析存在大股东但其他股东分散的公司中,控制权转移方式(协商交易或公开收购)对私人收益提取和企业价值的影响,发现协商交易保留低集中度、增加私人收益,而公开收购提升集中度、减少私人收益并提高企业价值。
We analyze control transfers in firms with a dominant minority blockholder and otherwise dispersed owners, and show that the transaction mode is important. Negotiated block trades preserve a low level of ownership concentration, inducing more inefficient extraction of private benefits. In contrast, public acquisitions increase ownership concentration, resulting in fewer private benefits and higher firm value. Within our model, the incumbent and new controlling party prefer to trade the block because of the dispersed shareholders' free‐riding behavior. We also explore the regulatory implications of this agency problem and its impact on the terms of block trades.