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http://ssrn.com/abstract=1653492
 
 

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Form Over Substance? The Value of Corporate Process and Management Buy-Outs


Matthew D. Cain


U.S. Securities and Exchange Commission

Steven M. Davidoff


Ohio State University (OSU) - Michael E. Moritz College of Law; Ohio State University (OSU) - Department of Finance

August 4, 2010

5th Annual Conference on Empirical Legal Studies

Abstract:     
We examine management buy-out (MBO) transactions announced from 2003-2009 in order to study the wealth effects of MBOs and the role of process. We find that there is “value” in corporate process. MBO offer premiums are positively associated with competitive contracts and the existence of special committees. Among transactions with low initial offer premiums, bid failures are more likely when target shareholders benefit from competitive contracts. Our results allow for a cautious approach and more rigorous application of current Delaware law to provide that courts more vigorously scrutinize MBO transactions. They also inform the proper standard for review of other forms of takeovers with explicit agency/principal conflicts, including freeze-outs.

Number of Pages in PDF File: 38

Keywords: management buy-outs, MBOs, freeze-outs, takeovers, conflict transactions, special committees, corporate process, Delaware

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Date posted: August 5, 2010 ; Last revised: February 15, 2011

Suggested Citation

Cain, Matthew D. and Davidoff, Steven M., Form Over Substance? The Value of Corporate Process and Management Buy-Outs (August 4, 2010). 5th Annual Conference on Empirical Legal Studies. Available at SSRN: http://ssrn.com/abstract=1653492 or http://dx.doi.org/10.2139/ssrn.1653492

Contact Information

Matthew D. Cain
U.S. Securities and Exchange Commission ( email )
United States Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
United States
Steven M. Davidoff (Contact Author)
Ohio State University (OSU) - Michael E. Moritz College of Law ( email )
55 West 12th Avenue
Columbus, OH 43210
United States
Ohio State University (OSU) - Department of Finance ( email )
2100 Neil Avenue
Columbus, OH 43210-1144
United States

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