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The 'Lemons Effect' in Corporate Freeze-Outs

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  • Lucian Arye Bebchuk
  • Marcel Kahan

Abstract

In a corporate freeze-out, the controller is required to compensate minority shareholders for the no-freezeout value of their shares that are taken from them. This paper seeks to highlight the difficulties involved in determining this no-freezeout value when private information. In particular, the analysis shows that the pre-freezeout market price of minority shares cannot be used an a proxy for the no-freezeout value that these shares would have in the absence of a freeze-out. It is shown that, under a regime in which frozen out minority shareholders receive a compensation equal to the pre-freezeout market price, the pre-freezeout market price will be set a level below the expected no-freezeout value of minority shares. The reason for this is a lemons effect' that arises when a controller uses her private information in deciding whether to affect a freeze-out. By showing how controllers are able to use their private information to affect freeze-outs at terms favorable to them, this paper demonstrates that freeze-outs can become a significant source for private benefits of control.

Suggested Citation

  • Lucian Arye Bebchuk & Marcel Kahan, 1999. "The 'Lemons Effect' in Corporate Freeze-Outs," NBER Working Papers 6938, National Bureau of Economic Research, Inc.
    • Handle: RePEc:nbr:nberwo:6938
    Note: CF LE
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    File URL: http://www.nber.org/papers/w6938.pdf
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    References listed on IDEAS

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    1. Barclay, Michael J. & Holderness, Clifford G., 1989. "Private benefits from control of public corporations," Journal of Financial Economics, Elsevier, vol. 25(2), pages 371-395, December.
    2. Lucian Arye Bebchuk, 1994. "Efficient and Inefficient Sales of Corporate Control," NBER Working Papers 4788, National Bureau of Economic Research, Inc.
    3. 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.
    4. Lucian Arye Bebchuk, 1994. "Efficient and Inefficient Sales of Corporate Control," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 109(4), pages 957-993.
    5. Kahan, Marcel, 1993. "Sales of Corporate Control," The Journal of Law, Economics, and Organization, Oxford University Press, vol. 9(2), pages 368-379, October.
    6. George A. Akerlof, 1970. "The Market for "Lemons": Quality Uncertainty and the Market Mechanism," The Quarterly Journal of Economics, President and Fellows of Harvard College, vol. 84(3), pages 488-500.
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    Citations

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    Cited by:

    1. Boehmer, Ekkehart, 2000. "Business Groups, Bank Control, and Large Shareholders: An Analysis of German Takeovers," Journal of Financial Intermediation, Elsevier, vol. 9(2), pages 117-148, April.
    2. Ben Ali Chiraz, 2009. "Disclosure and minority expropriation: A study of French listed firms," Post-Print halshs-00460161, HAL.
    3. Julien Le Maux, 2004. "Les déterminants de l’ampleur des bénéfices privés:un test sur données françaises," Revue Finance Contrôle Stratégie, revues.org, vol. 7(2), pages 195-231, June.
    4. Julien Le Maux, 2003. "Les bénéfices privés:une rupture de l'égalité entre actionnaires," Revue Finance Contrôle Stratégie, revues.org, vol. 6(1), pages 63-92, March.

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    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General

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