Transfers of corporate control in firms with noncontrolling blockholders
研究了存在大少数股东的公司中，通过协商大宗交易和公开要约收购获取控制权的选择，发现低能力收购者更倾向大宗交易，并分析了平等机会规则和冻结规则对控制权转移效率的影响。
Abstract I model the choice between a negotiated block trade and a public tender offer as means of acquiring control in a firm with a large minority blockholder. Potential acquirers differ in their (privately known) value‐creation ability. In equilibrium, block trades are made by lower ability acquirers compared to tender offers. The equal opportunity rule (EOR) and the “freezeout” rule are complements in promoting efficiency of control transfers. Stronger investor protection may hamper value‐increasing takeovers when the EOR is present. The model also delivers predictions about announcement returns and the incidence of block trades and tender offers under different legal regimes.