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Takeover Bids versus Proxy Fights in Contests for Corporate Control

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  • Hart, Oliver
  • Bebchuk, Lucian Arye

Abstract

This Paper evaluates the primary mechanisms for changing management or obtaining control in publicly traded corporations with dispersed ownership. Specifically, we analyse and compare three mechanisms: (1) proxy fights (voting only); (2) takeover bids (buying shares only); and (3) a combination of proxy fights and takeover bids in which shareholders vote on acquisition offers. We first show how proxy fights unaccompanied by an acquisition offer suffer from substantial shortcomings that limit the use of such contests in practice. We then argue that combining voting with acquisition offers is superior not only to proxy fights alone but also to takeover bids alone. Finally, we show that, when acquisition offers are in the form of cash or the acquirer?s existing securities, voting shareholders can infer from the pre-vote market trading which outcome would be best in light of all the available public information. Our analysis has implications for the ongoing debates in the US over poison pills and in Europe over the new EEC directive on takeovers.

Suggested Citation

  • Hart, Oliver & Bebchuk, Lucian Arye, 2001. "Takeover Bids versus Proxy Fights in Contests for Corporate Control," CEPR Discussion Papers 3073, C.E.P.R. Discussion Papers.
    • Handle: RePEc:cpr:ceprdp:3073
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    Citations

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    Cited by:

    1. Cullinan, Charles P. & Mahoney, Lois & Roush, Pamela B., 2017. "Are CSR activities associated with shareholder voting in director elections and say-on-pay votes?," Journal of Contemporary Accounting and Economics, Elsevier, vol. 13(3), pages 225-243.
    2. At, Christian & Burkart, Mike & Lee, Samuel, 2011. "Security-voting structure and bidder screening," Journal of Financial Intermediation, Elsevier, vol. 20(3), pages 458-476, July.
    3. Randall Morck & Bernard Yeung, 2010. "Agency Problems and the Fate of Capitalism," NBER Working Papers 16490, National Bureau of Economic Research, Inc.
    4. Daniel Ferreira & Emanuel Ornelas & John L. Turner, 2005. "Ownership Structure and the Market for Corporate Control," IBMEC RJ Economics Discussion Papers 2005-09, Economics Research Group, IBMEC Business School - Rio de Janeiro.
    5. Oren Bar-Gill & Michal Barzuza & Lucian Bebchuk, 2006. "The Market for Corporate Law," Journal of Institutional and Theoretical Economics (JITE), Mohr Siebeck, Tübingen, vol. 162(1), pages 134-160, March.
    6. Hart, Oliver D. & Zingales, Luigi, 2017. "Companies Should Maximize Shareholder Welfare Not Market Value," Working Papers 267, The University of Chicago Booth School of Business, George J. Stigler Center for the Study of the Economy and the State.
    7. Bebchuk, Lucian Arye & Cohen, Alma, 2003. "Firms' Decisions Where to Incorporate," Journal of Law and Economics, University of Chicago Press, vol. 46(2), pages 383-425, October.
    8. Becht, Marco & Bolton, Patrick & Roell, Ailsa, 2003. "Corporate governance and control," Handbook of the Economics of Finance, in: G.M. Constantinides & M. Harris & R. M. Stulz (ed.), Handbook of the Economics of Finance, edition 1, volume 1, chapter 1, pages 1-109, Elsevier.
    9. Pekka Hietala & Steven N. Kaplan & David T. Robinson, 2003. "What is the Price of Hubris? Using Takeover Battles to Infer Overpayments and Synergies," Financial Management, Financial Management Association, vol. 32(3), Fall.
    10. Carvalhal da Silva, Andre & Subrahmanyam, Avanidhar, 2007. "Dual-class premium, corporate governance, and the mandatory bid rule: Evidence from the Brazilian stock market," Journal of Corporate Finance, Elsevier, vol. 13(1), pages 1-24, March.
    11. Hart, Oliver & Zingales, Luigi, 2017. "Companies Should Maximize Shareholder Welfare Not Market Value," Journal of Law, Finance, and Accounting, now publishers, vol. 2(2), pages 247-275, November.
    12. Burkart, Mike & Lee, Samuel, 2010. "Signalling in tender offer games," LSE Research Online Documents on Economics 119085, London School of Economics and Political Science, LSE Library.
    13. Chemmanur, Thomas J. & Jiao, Yawen, 2012. "Dual class IPOs: A theoretical analysis," Journal of Banking & Finance, Elsevier, vol. 36(1), pages 305-319.
    14. Sharon Hannes, 2006. "A Demand-Side Theory of Antitakeover Defenses," The Journal of Legal Studies, University of Chicago Press, vol. 35(2), pages 475-524, June.
    15. Neeman, Zvika & Orosel, Gerhard O., 2006. "On the efficiency of vote buying when voters have common interests," International Review of Law and Economics, Elsevier, vol. 26(4), pages 536-556, December.
    16. McCahery, J.A. & Renneboog, L.D.R., 2003. "The Economics of the Proposed European Takeover Directive," Other publications TiSEM b16fdfd0-9e4e-44bb-b20f-f, Tilburg University, School of Economics and Management.
    17. Fabian Homberg & Katja Rost & Margit Osterloh, 2009. "Do synergies exist in related acquisitions? A meta-analysis of acquisition studies," Review of Managerial Science, Springer, vol. 3(2), pages 75-116, July.
    18. Mike Burkart & Samuel Lee, 2022. "Activism and Takeovers," The Review of Financial Studies, Society for Financial Studies, vol. 35(4), pages 1868-1896.
    19. Daniel Ferreira & Emanuel Ornelas & John L. Turner, 2015. "Unbundling Ownership and Control," Journal of Economics & Management Strategy, Wiley Blackwell, vol. 24(1), pages 1-21, March.
    20. Mike Burkart & Samuel Lee, 2008. "One Share - One Vote: the Theory," Review of Finance, European Finance Association, vol. 12(1), pages 1-49.
    21. Yves Crama & Luc Leruth, 2013. "Power Indices And The Measurement Of Control In Corporate Structures," International Game Theory Review (IGTR), World Scientific Publishing Co. Pte. Ltd., vol. 15(03), pages 1-15.
    22. Corum, Adrian Aycan & Levit, Doron, 2019. "Corporate control activism," Journal of Financial Economics, Elsevier, vol. 133(1), pages 1-17.
    23. Mike Burkart & Samuel Lee, 2015. "Signalling to Dispersed Shareholders and Corporate Control," The Review of Economic Studies, Review of Economic Studies Ltd, vol. 82(3), pages 922-962.
    24. Khachaturyan, Arman, 2006. "The One-Share-One-Vote Controversy in the EU," ECMI Papers 1203, Centre for European Policy Studies.
    25. Panunzi, Fausto & Mueller, Holger, 2003. "Tender Offers and Leverage," CEPR Discussion Papers 3964, C.E.P.R. Discussion Papers.

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    More about this item

    Keywords

    Corporate governance; Corporate control; Takeovers; Proxy contests; Mergers and acquisitions;
    All these keywords.

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance
    • K22 - Law and Economics - - Regulation and Business Law - - - Business and Securities Law

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