Buying Shares and/or Votes for Corporate Control
研究了允许投票权与股份分离交易如何影响公司控制权争夺的效率，发现分离交易在所有情形下都会导致无效率，而附带条件的报价本身不损害效率。
We explore how allowing votes to be traded separately of shares may affect the efficiency of corporate control contests. Our basic set-up and the nature of the questions continue the work of <cross-ref type="bib" refid="bib15">Grossman and Hart (1980)</cross-ref>, <cross-ref type="bib" refid="bib17">Harris and Raviv (1988)</cross-ref>, and Blair, Golbe and Gerard (1989). We consider three cases with respect to the allowable price offers (for shares and for votes when they can be traded separately): unrestricted price offers, quantity-restricted price offers, and price offers contingent on winning. Our main results are characterizations of the equilibria and of the circumstances under which vote buying is harmful. We show that allowing votes to be traded separately of shares results in inefficiencies in all the cases we study. Similarly allowing quantity-restricted offers is also harmful, but allowing conditional offers is not in itself detrimental to efficiency. The paper also makes a methodological contribution to the analysis of takeover games with atomless shareholders. It provides a way of dealing with asymmetric equilibria that must be dealt with for a complete analysis and it proves existence of an equilibrium.