There is a particular group of IPOs where consideration of issues like risk-aversion and limited wealth should play a lesser role: the equity carve-outs. The existing evidence for carve-outs seems to support the importance of control considerations. Carve-outs appear to be almost always followed by either a parent reacquisition of the subsidiary’s outstanding shares or a disposal of the parent company’s remaining interest . As a result, control considerations tend to play a more significant role in the most recent literature on public offerings .
The market for dispersed shareholdings is distinct from the market for potentially influential blocks. Hanley and Wilhelm (1995) provide evidence that the market for shares is segmented. Is it possible to ignore the heterogeneity among investors and design a sale mechanism that uniformly addresses the needs of all buyers? If not, how should this heterogeneity shape the firm’s strategy for selling shares?
绞肉机设计+结构+工作原理+绞刀的设计+装配图+CAD图纸The empirical evidence presented here shows that often the decision to go public cannot simply be explained by the growth experienced by the firm and that the initial owners rarely disperse controlling blocks at the IPO. Brennan and Franks (1995) provide evidence that firms manage the sale of shares with the purpose of discriminating between passive investors and applicants for large blocks. As a consequence, the timing of the sale of large blocks is carefully chosen: most blocks remain intact during the IPO, but almost one-half of the offering company’s shares are sold subsequently. The strategy of going public followed by a transfer of control seems to be more frequent than it might appear at first, and the control turnover evidence quoted above well documents this phenomenon.
Heterogeneity does affect not just the market participants and the mechanisms companies may adopt to favor changes in their ownership structure but also the institutional context in which they operate.Recent empirical evidence shows relatively little variation in the capital structure of small firms across nations. The literature tends to attribute this phenomenon to private benefits of control often outweighing the financial returns of loss of control by the founder-manager. The resulting financial structure of small firms resembles in some ways a debt or venture-capital type contract, preserving the owner-manager’s autonomy, as long as the firm is performing satisfactorily.
The evidence is quite different for large firms: the ownership structure of USA and UK-based corporations seems to be on average more dispersed than in the case of German , French or Japanese companies.
In analyzing similar empirical findings, it has often been argued that alternative ownership structures may have been beneficial (or not) in favoring the economic development of a country.In other terms, most of the available literature tended to answer to a “normative” question: which of the available ownership structures is the most desirable, i.e. which of them leads to a social Pareto optimum? A different question can also be posed: which of the potential ownership structures a newly public company may embrace maximizes the ex-ante revenues of the entrepreneur-venture capitalist who decides to make his/her company public?
3. The theoretical effort
The recent literature attempts to answer some of the questions arising from the empirical evidence presented in the previous paragraph follows two apparently distinguished but often interrelated approaches. The first one, that we will here call “market-normative”, tries to identify the market mechanism by which a previously privately held company becomes public as the device to cope with heterogeneity of investors, market-segmentation and the relationship between informed and uninformed trading, departing from the more general competitive Walrasian-type offering process. The second one, while maintaining the more traditional competitive structure for the capital markets, faces more explicitly the issue of corporate control, and the trade-off between monitoring, liquidity and risk-sharing as the main determinant of a large investor’s decision about whether to “raid” a company or not.
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