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Protecting the weak: Efficacy of mandated auctions in minority buyouts

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  • Dai, Ya
  • Guo, Liang
  • Kadapakkam, Palani-Rajan

Abstract

There is considerable debate among economists and legal scholars about the need for regulatory protection for minority shareholders when controlling shareholders seek to buy them out. We examine the impact of regulatory changes in India which mandated a reverse book building (RBB) process, wherein the buyout price was determined by minority shareholders rather than by the controlling shareholders. Accounting for differences in firm and deal characteristics, we find that the RBB process increased the gains to minority shareholders. Stock price reactions at deal announcement reflect these gains after a learning period during which market participants adjusted to this new mechanism.

Suggested Citation

  • Dai, Ya & Guo, Liang & Kadapakkam, Palani-Rajan, 2019. "Protecting the weak: Efficacy of mandated auctions in minority buyouts," International Review of Financial Analysis, Elsevier, vol. 61(C), pages 9-19.
    • Handle: RePEc:eee:finana:v:61:y:2019:i:c:p:9-19
    DOI: 10.1016/j.irfa.2018.11.005
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    1. Hasan, Iftekhar & Wachtel, Paul & Zhou, Mingming, 2009. "Institutional development, financial deepening and economic growth: Evidence from China," Journal of Banking & Finance, Elsevier, vol. 33(1), pages 157-170, January.
    2. Maug, Ernst, 2006. "Efficiency and fairness in minority freezeouts: Takeovers, overbidding, and the freeze-in problem," International Review of Law and Economics, Elsevier, vol. 26(3), pages 355-379, September.
    3. Kisgen, Darren J. & QJ Qian, Jun & Song, Weihong, 2009. "Are fairness opinions fair? The case of mergers and acquisitions," Journal of Financial Economics, Elsevier, vol. 91(2), pages 179-207, February.
    4. Bates, Thomas W. & Lemmon, Michael L. & Linck, James S., 2006. "Shareholder wealth effects and bid negotiation in freeze-out deals: Are minority shareholders left out in the cold?," Journal of Financial Economics, Elsevier, vol. 81(3), pages 681-708, September.
    5. Croci, Ettore & Petmezas, Dimitris, 2010. "Minority shareholders' wealth effects and stock market development: Evidence from increase-in-ownership M&As," Journal of Banking & Finance, Elsevier, vol. 34(3), pages 681-694, March.
    6. DeAngelo, Harry & DeAngelo, Linda & Rice, Edward M, 1984. "Going Private: Minority Freezeouts and Stockholder Wealth," Journal of Law and Economics, University of Chicago Press, vol. 27(2), pages 367-401, October.
    7. Brian F. Smith & Ben Amoako-Adu, 1992. "Minority Buyouts and Ownership Characteristics: Evidence From the Toronto Stock Exchange," Financial Management, Financial Management Association, vol. 21(2), Summer.
    8. Atanasov, Vladimir & Black, Bernard & Ciccotello, Conrad & Gyoshev, Stanley, 2010. "How does law affect finance? An examination of equity tunneling in Bulgaria," Journal of Financial Economics, Elsevier, vol. 96(1), pages 155-173, April.
    9. Guhan Subramanian, 2007. "Post-Siliconix Freeze-Outs: Theory and Evidence," The Journal of Legal Studies, University of Chicago Press, vol. 36(1), pages 1-26, January.
    10. Lucian Arye Bebchuk & Marcel Kahan, 2000. "Adverse Selection and Gains to Controllers in Corporate Freezeouts," NBER Chapters, in: Concentrated Corporate Ownership, pages 247-264, National Bureau of Economic Research, Inc.
    11. Basu, Nilanjan & Dimitrova, Lora & Paeglis, Imants, 2009. "Family control and dilution in mergers," Journal of Banking & Finance, Elsevier, vol. 33(5), pages 829-841, May.
    12. Krishnan, C.N.V. & Masulis, Ronald W. & Thomas, Randall S. & Thompson, Robert B., 2012. "Shareholder litigation in mergers and acquisitions," Journal of Corporate Finance, Elsevier, vol. 18(5), pages 1248-1268.
    13. Franco Parisi & Ike Mathur & Lance Nail, 2009. "Minority Stockholders' Protection in a New Corporate Control Law: Market Implications in an Emerging Economy," Emerging Markets Finance and Trade, Taylor & Francis Journals, vol. 45(6), pages 4-19, November.
    14. Ettore Croci & Alfonso Del Giudice, 2014. "Delistings, Controlling Shareholders and Firm Performance in Europe," European Financial Management, European Financial Management Association, vol. 20(2), pages 374-405, March.
    15. Sridhar Gogineni & John Puthenpurackal, 2014. "Target-Management-Involved Buyouts: Impact On Takeover Competition, Litigation Risk, And Shareholder Returns," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 37(3), pages 323-356, September.
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    More about this item

    Keywords

    Minority buyouts; Indian stock markets; Book building process;
    All these keywords.

    JEL classification:

    • G3 - Financial Economics - - Corporate Finance and Governance
    • G15 - Financial Economics - - General Financial Markets - - - International Financial Markets

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