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Form Over Substance? The Value of Corporate Process and Management Buy-OutsMatthew D. CainUniversity of Notre Dame - Department of Finance Steven M. DavidoffOhio State University (OSU) - Michael E. Moritz College of Law; Ohio State University (OSU) - Department of Finance 2011 Delaware Journal of Corporate Law (DJCL), Vol. 36, No. 3, 2011 Ohio State Public Law Working Paper No. 176 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: 55 Keywords: Delaware, Journal, Corporate, Law, buy-out, management, freeze-out, contract, shareholders working papers seriesDate posted: May 2, 2012 ; Last revised: October 1, 2012Suggested CitationContact Information
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