Noise trading tends to encourage costly but socially desirable takeovers that would not otherwise occur at the cost of discouraging cheap and equally beneficial takeovers that would otherwise occur. Noise trading originates from liquidity or life-cycle motives; when noise trading is more intense, the market for a firm’s shares tends to be deeper, since the market attributes changes in the quantity of shares supplied to changes in noise trading, and not necessarily to changes in the behavior of a large trader with private information about takeover prospects. The enhanced depth of the equity market provides enough camouflage to the raider so to make his takeover attempts profitable, even without dilution provisions in the corporate charters. In fact, in equilibrium the depth of the market adjusts so that all information about the probability of takeovers and noise trading is fully discounted into the stock prices. As a result, the raider makes profits at the expense of the real noise trader, forced to trade in the marketplace by a liquidity shock. These losses can be interpreted as a payment for the liquidity services provided by the market through the buying activity of the large informed trader. In the Grossman and Hart’s model, because of the absence of any liquidity shock, small shareholders soon realize that a value-enhancing takeover is going to occur. Hence, they have no incentive to sell their shares for less than they would obtain after the takeover has taken place. In Kyle and Vila when noise traders are heavy sellers, the large informed trader notices an opportunity to buy a large stake at a favorable prices, and does so. Having become a large shareholder, he has now an incentive to declare a takeover, by making a tender offer for all outstanding shares.
托辊里孔加工专用机床设计+夹紧系统锥形套的设计+机床传动原理Bolton and Von Thadden (1998) integrate the free-riding phenomenon described by Grossman and Hart and the noise-trading feature of Kyle and Vila with an additional device, the presence of a large incumbent shareholder. When one of the insiders is large, i.e. when a blockholder exists, the prospect of increasing the value of shares he already owns provides him with an additional incentive, together with the depth of the market originated by liquidity shocks, to engage in takeovers and other value-enhancing activities, monitoring in particular, even though the other shareholders, without suffering any informational asymmetry, receive a free-ride.
As long as any monitoring activity increases the expected value of the firm by attenuated some of the agency costs described by Jensen and Meckling (1976) in the interaction between shareholders and managers of a firm, the higher the ex-ante probability of a takeover and subsequent monitoring activity is, the higher the ex-ante value of the firm, i.e. the higher the revenues for an entrepreneur/venture capitalist making his creature public will be.
This implies for an entrepreneur the necessity of choosing, ex-ante, between two stylized ownership structures for his/her firm, Ownership Concentration (i.e. the existence of large and persistent controlling blocks monitoring the management continuously or anytime it is needed) and Ownership Dispersion (widely dispersed share ownership). In the second case, it is secondary market trading that (hopefully) creates concentration whenever necessary for intervention in the managerial decision process. When the demand for market liquidity is higher, and the free-rider phenomenon bytes more effectively, ownership dispersion is more likely to emerge as a result of a revenues-maximization decision process by the original owner of the firm. More relevant agency costs, more need of corporate control and more market liquidity available make concentration the most likely ownership structure selected by the original entrepreneur. This trade-off between Concentration and Liquidity arises from the assumption that setting up a controlling block reduces the number of shareholders who can participate in the trading of the firm’s stock, if a significant number of market participants needs to be involved in noise trading, thus reducing the “effective” market capitalization, the liquidity of the stock and, hence, the ex-ante value of the firm, if liquidity shocks are more “likely”
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