TY - JOUR
T1 - Buying shares and/or votes for corporate control
AU - Dekel, Eddie
AU - Wolinsky, Asher
N1 - Funding Information:
Acknowledgment. Dekel gratefully acknowledges support from the Sapir center of Tel Aviv University and the NSF under grant SES-0820333. Wolinsky gratefully acknowledges support from the NSF under grant SES-1123595. We are grateful to four referees and the coeditor, participants at PIERS 2008, and Bart Lipman for their helpful comments and to Toomas Hinnosaar and Au Pak Hong for their helpful research assistance.
PY - 2012/1/1
Y1 - 2012/1/1
N2 - We explore how allowing votes to be traded separately of shares may affect the efficiency of corporate control contests. Our basic set-up and the nature of the questions continue the work of, and Blair, Golbe and Gerard (1989). We consider three cases with respect to the allowable price offers (for shares and for votes when they can be traded separately): unrestricted price offers, quantity-restricted price offers, and price offers contingent on winning. Our main results are characterizations of the equilibria and of the circumstances under which vote buying is harmful. We show that allowing votes to be traded separately of shares results in inefficiencies in all the cases we study. Similarly allowing quantity-restricted offers is also harmful, but allowing conditional offers is not in itself detrimental to efficiency. The paper also makes a methodological contribution to the analysis of takeover games with atomless shareholders. It provides a way of dealing with asymmetric equilibria that must be dealt with for a complete analysis and it proves existence of an equilibrium.
AB - We explore how allowing votes to be traded separately of shares may affect the efficiency of corporate control contests. Our basic set-up and the nature of the questions continue the work of, and Blair, Golbe and Gerard (1989). We consider three cases with respect to the allowable price offers (for shares and for votes when they can be traded separately): unrestricted price offers, quantity-restricted price offers, and price offers contingent on winning. Our main results are characterizations of the equilibria and of the circumstances under which vote buying is harmful. We show that allowing votes to be traded separately of shares results in inefficiencies in all the cases we study. Similarly allowing quantity-restricted offers is also harmful, but allowing conditional offers is not in itself detrimental to efficiency. The paper also makes a methodological contribution to the analysis of takeover games with atomless shareholders. It provides a way of dealing with asymmetric equilibria that must be dealt with for a complete analysis and it proves existence of an equilibrium.
KW - Corporate control contest
KW - Vote-buying
UR - http://www.scopus.com/inward/record.url?scp=84856982508&partnerID=8YFLogxK
U2 - 10.1093/restud/rdr028
DO - 10.1093/restud/rdr028
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AN - SCOPUS:84856982508
SN - 0034-6527
VL - 79
SP - 196
EP - 226
JO - Review of Economic Studies
JF - Review of Economic Studies
IS - 1
ER -