The unethical exploitation of shareholders in management buyout transactions

The accurate pricing of securities in the capital markets depends upon the markets being both efficient and fair. In management buyout transactions (MBOs), the price bid by inside managers enhances the efficient pricing of securities but raises a reasonable doubt about the fairness to existing share...

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Bibliographic Details
Authors: Schadler, F. P. (Author) ; Karns, J. E. (Author)
Format: Electronic Article
Language:English
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Published: Springer Science + Business Media B. V 1990
In: Journal of business ethics
Year: 1990, Volume: 9, Issue: 7, Pages: 595-602
Further subjects:B Capital Market
B Shareholder Wealth
B Investor Protection
B Personal Gain
B Reasonable Doubt
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Summary:The accurate pricing of securities in the capital markets depends upon the markets being both efficient and fair. In management buyout transactions (MBOs), the price bid by inside managers enhances the efficient pricing of securities but raises a reasonable doubt about the fairness to existing shareholders. This study addresses this fairness question in MBOs and offers short-term and long-term legal alternatives which allow both the efficiency and fairness criteria to be met. In the short-term the case law established in the Basic v. Levinson decision for merger negotiation disclosures should be applied to MBO transactions. Over the longer horizon, legislative changes should be made to existing securities laws. Applying the investor protection principles of the 1933 and 1934 securities acts to MBO transactions will suppress the temptation of managers to extract shareholder wealth for their personal gain.
ISSN:1573-0697
Contains:Enthalten in: Journal of business ethics
Persistent identifiers:DOI: 10.1007/BF00383215