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Buyouts in Large Companies

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Listed:
  • Hermalin, Benjamin
  • Schwartz, Alan

Abstract

We consider legal rules that determine the price at which minority shareholders can be excluded from the corporate enterprise after a change in control. These rules affect investment after such a change, as well as probability of the change itself. Our principal results are that minority shareholders should be given the value that their interest would have had were no later investment made and that this rule is best implemented in large companies by awarding the minority the preinvestment market value of their shares. The former aspect of our proposal is consistent with much current law but is rejected by many modern law reformers; the latter aspect of our proposal is novel. Copyright 1996 by the University of Chicago.

Suggested Citation

  • Hermalin, Benjamin & Schwartz, Alan, 1996. "Buyouts in Large Companies," The Journal of Legal Studies, University of Chicago Press, vol. 25(2), pages 351-370, June.
    • Handle: RePEc:ucp:jlstud:v:25:y:1996:i:2:p:351-70
    DOI: 10.1086/467981
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    Cited by:

    1. Lucian Arye Bebchuk & Marcel Kahan, 1999. "The 'Lemons Effect' in Corporate Freeze-Outs," NBER Working Papers 6938, National Bureau of Economic Research, Inc.
    2. Feng Chen & Kenton K. Yee & Yong Keun Yoo, 2010. "Robustness of Judicial Decisions to Valuation‐Method Innovation: An Exploratory Empirical Study," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 37(9‐10), pages 1094-1114, November.
    3. 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.
    4. 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.
    5. repec:dau:papers:123456789/4112 is not listed on IDEAS
    6. 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.

    More about this item

    JEL classification:

    • G38 - Financial Economics - - Corporate Finance and Governance - - - Government Policy and Regulation
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

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