Derivatives Trading and Negative Voting

Harvard Law, Economics, and Business Discussion Paper No. 730

30 Pages Posted: 11 Sep 2012 Last revised: 15 Oct 2014

Date Written: October 2014


This paper exposits a model of parallel trading of corporate securities (shares, bonds) and derivatives (TRS, CDS) in which a large trader can sometimes profitably acquire securities with their corporate control rights for the sole purpose of reducing the corporation's value and gaining on a net short position created through off-setting derivatives. At other times, the large trader profitably takes a net long position. The large trader requires no private information beyond its own trades. The problem is most likely to manifest when derivatives trade on an exchange and transactions give blocking powers to small minorities, particularly out-of-bankruptcy restructurings and freezeouts.

JEL Classification: G34, K22

Suggested Citation

Spamann, Holger, Derivatives Trading and Negative Voting (October 2014). Harvard Law, Economics, and Business Discussion Paper No. 730, Available at SSRN: or

Holger Spamann (Contact Author)

Harvard Law School ( email )

Cambridge, MA 02138
United States

ECGI ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels

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