Investor Protection and the Mode of Acquisition: Implications for Ownership Dilution and Formation of Pyramids
研究了投资者保护如何影响收购模式(股票收购或现金收购),并进一步塑造后续的控制权结构,发现良好保护下更易发生股票收购,而弱保护下现金收购更普遍,且不同法律体系下的收购序列会导致所有权稀释或金字塔结构的形成。
This paper examines how investor protection affects mode of acquisition and shapes subsequent control structures. I find that (stock‐based) mergers are more likely when investors are well protected, while (cash‐based) control transactions are more prevalent under weak protection. Repeated acquisitions by common law firms result in substantial ownership dilution especially in the United States, but not in civil law countries. Alternatively, a series of acquisitions in civil law countries linked through firms that are bidders in one acquisition, but targets in another, tends to generate a corresponding series of intercorporate control pyramids, while such correspondence is much weaker in common law countries.