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Sentencing private benefits in takeover contest

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  • At, Christian
  • Chappe, Nathalie
  • Morand, Pierre-Henri

Abstract

We present a model of profit diversion into a takeover environment. The model incorporates a legal environment characterized by a probability of being convicted, a monetary sanction (ex-ante protection) and the costs of administrating the takeover (ex-post protection). We show that the extraction of private benefits is reduced by the existence of such a legal environment, which is consistent with a number of empirical studies. It also predicts that legal environment can conduct the bidder to acquire more than 50% of the share due to the impact of the final holding of the bidder on the fine. The paper contributes to the current debate on regulation of white-collar crime. It highlights the trade-off between the ex-post profit diversion and minority protection, and the ex-ante probability of efficient takeovers. But, considering simultaneously two tools of protection, the ex-ante and the ex-post ones, which do not have the same impact, we derive some guidelines in order to analyze the current trend of the US and the EU laws.
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Suggested Citation

  • At, Christian & Chappe, Nathalie & Morand, Pierre-Henri, 2004. "Sentencing private benefits in takeover contest," International Review of Law and Economics, Elsevier, vol. 24(4), pages 409-424, December.
    • Handle: RePEc:eee:irlaec:v:24:y:2004:i:4:p:409-424
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    Cited by:

    1. de La Bruslerie, Hubert, 2013. "Equal opportunity rule vs. market rule in transfer of control: How can private benefits help to provide an answer?," Journal of Corporate Finance, Elsevier, vol. 23(C), pages 88-107.

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