منافع خصوصی در معاملات کنترل شرکت

This paper presents an analytical framework from which it can be inferred whether sellers or buyers in block transactions value private benefits highest. I am thus able to suggest an answer to the question: Are blocks of shares traded because the buyer has high security benefits, or because the buyer has high private benefits from the control rights that come with the shares? Using voting rights as the vehicle for private benefits, I find that the selling shareholders in block transactions attaches more value to private benefits than the buyers and that toeholds are insignificant for the premium paid.

The value of shares transacted, whether it is a minority or majority, is the sum of two components, namely the expected value of security benefits paid to all shareholders in proportion of ownership stake plus the expected value of private benefits that are in addition to security benefits. This distinction raises the question why blocks of shares are traded. Is it because the buyer has high security benefits or because the buyer has high private benefits? This question is relevant if private benefits are costly and reduce firm value, which we know they do. Adams and Ferreira (2008) for example find that control enhancing mechanisms reduce the value of outside equity and Albuquerque and Schroth (2010) find that each dollar of private benefits costs shareholders two dollars of equity value. Private benefits have been documented in studies of block transactions (Barclay and Holderness, 1989 and Dyck and Zingales, 2004), but not much is known about their significance relative to security benefits in block transactions. This paper develops an analytical framework from which it can be inferred whether sellers or buyers value private benefits highest. The advantage is that it reaches beyond the existing literature's more partial focus on the buyer's private benefits (two notable exceptions are Nicodano and Sembenelli, 2004 and Albuquerque and Schroth, 2010). If selling shareholders attach more value to private benefits than buyers, I consider the transaction shareholder value maximizing in the sense that control is passed to shareholders who value the firm for its security benefits, which all shareholders profit from (positive externalities of control), and not private benefits, which expropriate other, typically small, shareholders (negative externalities of control). A successful transaction thus indicates that the buyer is able to produce enough security benefits to compensate the selling shareholder for giving up high private benefits without making the transaction unattractive. This paper is closely related to Nicodano and Sembenelli (2004) but differs in two important aspects, namely (1) the possibility that private benefits under the buyer differ from those under the seller and (2) the empirical specification. Voting rights are the vehicle for private benefits. The key assumption is that private benefits are divisible and allocated to each shareholder according to the shareholder's voting power (Zwiebel, 1995). Voting power is the probability that a block of shares is pivotal for achieving control of a firm in a voting contest; it is not a measure of private benefits in itself. If the block holders' probability of being pivotal is high, their share of the fixed payoff available to the winning coalition, which is the same as their expected private benefits, is high. Private benefits therefore depend on the size of the block, but also on the distribution of the remaining shares. A minority shareholder has less influence when there is another large minority shareholder than when the remaining shareholders are small and dispersed. Because I am concerned with block holders' potential expropriation, I use the Shapley–Shubik voting power index. Using the Shapley–Shubik index is analogous to stating that if a coalition is large enough to win, it should avoid accepting additional shareholders, since these new shareholders will demand a share of the payoff available to the winning coalition without contributing essential votes to the coalition. In other words, a smaller winning coalition is preferable because it has a larger group of shareholders from whom to expropriate (hence the Shapley–Shubik index captures the fundamental idea of the coalition formation effect introduced in Bennedsen and Wolfenzon, 2000). My results are based on analyses using a transaction premium as the dependent variable. Using data on 179 U.S. block transactions, I find that the selling shareholders attaches more value to private benefits than the buyers. A positive abnormal stock market return lends further support to this conclusion, which is also robust to different definitions of the transaction premium, to different samples and to different assumptions about voting propensity and control abilities. I proceed as follows. Section 2 presents the framework of analysis. Section 3 describes data sources, construction of variables and presents descriptive statistics of these variables. Section 4 presents my results in more detail. Section 5 concludes.

This paper contributes to the literature on dynamic allocation of corporate control by presenting an analytical framework from which it can be inferred whether sellers or buyers value private benefits highest. I am thus able to suggest an answer to the question: Are blocks of shares traded because the buyer has high security benefits or because the buyer has high private benefits? The empirical results are based on a U.S. data set covering 179 block transactions. My robust findings suggest that selling shareholders attach more value to private benefits than buying shareholders. Toeholds do not affect this. There transactions are therefore shareholder value maximizing in the sense that control is passed to shareholders who value the firms for their security benefits, which all shareholders profit from (positive externalities of control), and not for private benefits, which expropriates other shareholders (negative externalities of control). This conclusion hinges on the assumption that there are benefits to block holders from being in control, and that these benefits are divisible and allocated to each shareholder according the shareholder's strategic importance in forming controlling coalitions. Furthermore, I have assumed that private benefits are dissipative.