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Takeover Defences and IPO Firm Value in the Netherlands

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  • Peter Roosenboom
  • Tjalling Van Der Goot

Abstract

The central question of this study involves the relation between the use of takeover defences and IPO firm value. We report that management frequently uses takeover defences before taking the firm public. The use of takeover defences is primarily motivated by managerial entrenchment. IPO investors anticipate potential conflict of interests with management and reduce the price they pay for the IPO shares if takeover defences are adopted. Although managers internalise this cost of takeover defences to the degree they own pre‐IPO stock, they are likely to gain through private control benefits. Non‐management pre‐IPO owners lose. Their shares are worth less, but different from managers, they do not get offsetting private control benefits. We infer that managers use takeover defences to protect private control benefits at non‐management pre‐IPO owners’ expense.

Suggested Citation

  • Peter Roosenboom & Tjalling Van Der Goot, 2003. "Takeover Defences and IPO Firm Value in the Netherlands," European Financial Management, European Financial Management Association, vol. 9(4), pages 485-511, December.
    • Handle: RePEc:bla:eufman:v:9:y:2003:i:4:p:485-511
    DOI: 10.1111/1468-036X.00233
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    References listed on IDEAS

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    1. Stein, Jeremy C, 1988. "Takeover Threats and Managerial Myopia," Journal of Political Economy, University of Chicago Press, vol. 96(1), pages 61-80, February.
    2. de Jong, A. & DeJong, D.V. & Mertens, G.M.H. & Wasley, C., 2000. "The Role of Self-Regulation in Corporate Governance : Evidence from the Netherlands," Discussion Paper 2000-59, Tilburg University, Center for Economic Research.
    3. Thomson, William, 1980. "Two characterizations of the Raiffa solution," Economics Letters, Elsevier, vol. 6(3), pages 225-231.
    4. Jensen, Michael C. & Meckling, William H., 1976. "Theory of the firm: Managerial behavior, agency costs and ownership structure," Journal of Financial Economics, Elsevier, vol. 3(4), pages 305-360, October.
    5. Zingales, Luigi, 1994. "The Value of the Voting Right: A Study of the Milan Stock Exchange Experience," The Review of Financial Studies, Society for Financial Studies, vol. 7(1), pages 125-148.
    6. Tim Loughran & Jay R. Ritter, 2002. "Why Don't Issuers Get Upset About Leaving Money on the Table in IPOs?," The Review of Financial Studies, Society for Financial Studies, vol. 15(2), pages 413-444, March.
    7. Laura Casares Field & Jonathan M. Karpoff, 2002. "Takeover Defenses of IPO Firms," Journal of Finance, American Finance Association, vol. 57(5), pages 1857-1889, October.
    8. Gerald T. Garvey & Gordon Hanka, 1999. "Capital Structure and Corporate Control: The Effect of Antitakeover Statutes on Firm Leverage," Journal of Finance, American Finance Association, vol. 54(2), pages 519-546, April.
    9. Short, Helen & Keasey, Kevin, 1999. "Managerial ownership and the performance of firms: Evidence from the UK," Journal of Corporate Finance, Elsevier, vol. 5(1), pages 79-101, March.
    10. Daines, Robert & Klausner, Michael, 2001. "Do IPO Charters Maximize Firm Value? Antitakeover Protection in IPOs," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 17(1), pages 83-120, April.
    11. Taylor, Stephen & Whittred, Greg, 1998. "Security design and the allocation of voting rights: Evidence from the Australian IPO market," Journal of Corporate Finance, Elsevier, vol. 4(2), pages 107-131, June.
    12. Keloharju, Matti & Kulp, Kaj, 1996. "Market-to-book ratios, equity retention, and management ownership in Finnish initial public offerings," Journal of Banking & Finance, Elsevier, vol. 20(9), pages 1583-1599, November.
    13. Habib, Michel A & Ljungqvist, Alexander P, 2001. "Underpricing and Entrepreneurial Wealth Losses in IPOs: Theory and Evidence," The Review of Financial Studies, Society for Financial Studies, vol. 14(2), pages 433-458.
    14. Smart, Scott B. & Zutter, Chad J., 2003. "Control as a motivation for underpricing: a comparison of dual and single-class IPOs," Journal of Financial Economics, Elsevier, vol. 69(1), pages 85-110, July.
    15. Amoako-Adu, Ben & Smith, Brian F., 2001. "Dual class firms: Capitalization, ownership structure and recapitalization back into single class," Journal of Banking & Finance, Elsevier, vol. 25(6), pages 1083-1111, June.
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    Cited by:

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    3. John S. Howe & Brett C. Olsen, 2009. "Security Choice and Corporate Governance," European Financial Management, European Financial Management Association, vol. 15(4), pages 814-843, September.
    4. Marc Deloof & Wouter De Maeseneire & Koen Inghelbrecht, 2009. "How Do Investment Banks Value Initial Public Offerings (IPOs)?," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(1‐2), pages 130-160, January.
    5. Marc Deloof & Wouter De Maeseneire & Koen Inghelbrecht, 2009. "How Do Investment Banks Value Initial Public Offerings (IPOs)?," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 36(1‐2), pages 130-160, January.

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