Agricola Ebro´s Tender Offer for Campos Chilenos to control Iansa

2009. Corporate Governance: The International Journal of Business in Society. Vol. 9, N° 3, Pp 244-254

Vito Sciaraffia M, Lance Nail , Franco Parisi F

Abstract:

Purpose – The purpose of this paper is to describe the wealth expropriation from minority to majority shareholders due to the lack of legislation protecting the interests of minority shareholders in an acquisition deal, validating the claims made on studies made by Zingales and by La Porta et al. Design/methodology/approach – Despite an overall takeover premium of nearly 250 percent, most minority shareholders actually suffered wealth losses ranging from US$ 7.1 to 31.14 millions. These losses are measured using different methodologies, such as accounting value; liquidation value; and economic value. Findings – The Campos Chilenos case study presented here serves as a testing platform for the relationship between well-developed legal systems and economic development in both a current and future sense. In a current sense, the case illustrates how inadequate minority shareholder protection led to minority shareholder wealth expropriation, discouraging minority investment from both domestic and foreign investors (and limiting economic development). Practical implications– Future implications lay in the corporate governance regulation reforms passed in the aftermath of the Campos Chilenos case. If the Chilean government actively enforces new regulations, the level of economic development in Chile will exceed that of its peers in Latin America and other emerging economies, as claimed by La Porta et al. Originality/value – This study will be useful for governance makers and regulators in emerging countries.

Palabras claves: Tendering, corporate governance, shareholders. 

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