- 學位論文
英美法制對併購效率性的影響：賽局理論分析
The Economic Effects of Legal Constraints on Takeover Efficiency:Comparing UK and US Regulations from a Game-Theoretic Perspective
並列摘要
It has been well documented that in the event of a tender offer, the target management may take actions against the shareholders’ interest as an attempt to resist efficient takeovers or to facilitate inefficient takeovers. Legal constraints have thus been suggested to limit the target management’s discretion over investment decisions when a takeover attempt is made. This article compares the current legal constraints imposed by the UK and the US governments by examining their effects on the outcome of a takeover game, where after an acquirer expresses his intention to takeover the target, the target management can propose to make a new investment, while the target shareholders may (under the UK system) or may not (under the US system) have veto power against the manager’s investment proposal. The target manager is assumed to be better informed than the shareholders and the acquirer, and he seeks to maximize his benefits from stockholding and non-transferable private benefits. We prove that different legal constraints result in different equilibrium efficiency regarding both the takeover outcome and the new investment made by the target firm. We identify conditions which ensure that the UK system is superior to the US system, and vice versa. The paper sheds light on the optimal design of legal constraints, and suggests that different economic conditions imply different optimal legal constraints.