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Journal of Finance Vol. 55 No. 2 2000

Agency Conflicts in Public and Negotiated Transfers of Corporate Control

Mike Burkart1; Denis Gromb2; Fausto Panunzi2,3,4

1 Stockholm School of Economics · 2 Center for Economic and Policy Research · 3 University College London · 4 Bocconi University

open access

Abstract

We analyze control transfers in firms with a dominant minority blockholder and otherwise dispersed owners, and show that the transaction mode is important. Negotiated block trades preserve a low level of ownership concentration, inducing more inefficient extraction of private benefits. In contrast, public acquisitions increase ownership concentration, resulting in fewer private benefits and higher firm value. Within our model, the incumbent and new controlling party prefer to trade the block because of the dispersed shareholders' free‐riding behavior. We also explore the regulatory implications of this agency problem and its impact on the terms of block trades.

DOI
10.1111/0022-1082.00222
Volume
55
Issue
2
Pages
647-677
Language
en
Sources
openalex bibtex:phds-export.bib crossref

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