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NBER Working Papers and Publications
|January 2000||Adverse Selection and Gains to Controllers in Corporate Freezeouts|
with Lucian Arye Bebchuk
in Concentrated Corporate Ownership, Randall K. Morck, editor
|February 1999||The 'Lemons Effect' in Corporate Freeze-Outs|
with Lucian Arye Bebchuk: w6938
In a corporate freeze-out, the controller is required to compensate minority shareholders for the no-freezeout value of their shares that are taken from them. This paper seeks to highlight the difficulties involved in determining this no-freezeout value when private information. In particular, the analysis shows that the pre-freezeout market price of minority shares cannot be used an a proxy for the no-freezeout value that these shares would have in the absence of a freeze-out. It is shown that, under a regime in which frozen out minority shareholders receive a compensation equal to the pre-freezeout market price, the pre-freezeout market price will be set a level below the expected no-freezeout value of minority shares. The reason for this is a lemons effect' that arises when a contr...