Gist: market for corporate control limited by passive shareholders free-riding
commonly thought that a widely held corporation that is not being run in the interest of its shareholders will be vulnerable to a takeover bid.
this is false, since shareholders can free ride on the raider’s improvement of the corporation, thereby seriously limiting the raider’s profit.
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2
Q
Sheifer and Vishny 1986
A
Gist: Free-rider problem similar to Grossman and Hart (1993). Costly monitoring of managers that benefits ALL shareholders limits this activity by active shareholders.
explore a model in which the presence of a large minority shareholder provides a partial solution to this free-rider problem.
model sheds light on the following questions: Under what circumstances will we observe a tender offer as opposed to a proxy fight or an internal management shake-up?
How strong are the forces pushing toward increasing concentration of ownership of a diffusely held firm?
Why do corporate and personal investors commonly hold stock in the same firm, despite their disparate tax preferences?
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3
Q
Hirshleifer 1995
A
survey on the free-rider problem.
Models depend on tendering strategies coordinated so that each shareholder has a substantial probability of being pivotal.
degree of coordination may not be possible when noise is added in the form of a fraction of shareholders influenced by costs and benefits not observed by others
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4
Q
Gantchev 2012
A
models [hedge fund] activism as a sequential decision process
consisting of demand negotiations, board representation, and proxy contest
campaign ending in a proxy fight has avg costs of $10.71 million.
estimated monitoring costs reduce activist returns by more than two-thirds.
mean net activist return is close to zero but the top quartile of activists earns higher returns on their activist holdings than on their non-activist investments.