Set6 公司金融理论_Tirole.ppt

* TAKEOVERS 6th set of transparencies for ToCF Gains: ? target shareholders ? 30% ? acquiring co ? 0 % (hubris? free riding?...) ? other constituencies? (workers, consumers,...) Market for corporate control ? US merger mania in 80’s. ? Europe: 2000 hostile takeover of Mannesmann. 2001: Germany opposes EU proposed directive to stop managements from using poison pills. Response to failure of internal control (“if current management fails to maximize investor value, takeover will replace management”)? greenmail (targeted repurchases raider stock price falls) poison pills restrictions on inalienability of stocks (need approval of board) – staggered boards supermajority amendments fair-price amendments dual class votes threat of litigation Golden parachutes Takeover defenses: PURE THEORY OF TAKEOVERS I. Future appearance of unknown raider who values firm more otherwise: option (Verizon/Genuity, DB) Reasons for takeovers: Raider appears takeover No takeover ? value v to investors ? incumbent gets w Example Possibly: investments by ? entrepreneur ? raider Initial investment, borrows I-A ? good idea, better fit,..., ? synergy with other firm, ? private benefit from control. EXTRACTING RAIDER SURPLUS: TAKEOVER DEFENSES AS MONOPOLY PRICING In tradition of Diamond - Maskin 1979 Aghion - Bolton 1987 ? Raider not credit constrained ? known, but density Point: future buyers not at the table initially {initial investors, entrepreneur} pair has monopoly power over sale. Assumptions can pay ? A large entrepreneur not credit constrained Suppose can commit to sale price P can commit to cutoff or But “can’t commit” : see later. INCENTIVE TO PREPARE RAID Cost c of acquiring information: For cutoff INCUMBENT ENTREPRENEUR CREDIT CONSTRAINED where may lead to reduction in ? If (1) satisfied for no change. ? Otherwise ( A small ) (a) (b) NPV-pledgeable inco