Shareholder Protection, Compulsory Acquisition and the Efficiency of the Takeover Process

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This paper examines public good problems connected with takeovers. Two broad categories of exclusion device--oppression of minority interests and compulsory acquisition of shares--are evaluated. It is argued that inability to control the level of oppression with any precision renders the first method unsatisfactory from the policy viewpoint, but that strong protection of minorities coupled with compulsory acquisition rights for the acquiror can straightforwardly generate an efficient solution to the public good problems. It is shown that, in the U.K., company law and the City Code on Takeovers and Mergers combine to produce an approximation to this efficient solution.