An Analysis of Shareholder Agreements
Preprint
- 1 January 2002
- preprint
- Published by Elsevier BV in SSRN Electronic Journal
Abstract
Shareholder agreements govern the relations among shareholders in privately-held firms, such as joint ventures or venture capital-backed firms. We provide an explanation for the use of put and call options, tag-along rights, drag-along rights, demand rights, piggy-back rights, and catch-up clauses in shareholder agreements. We view these clauses as serving (1) to induce the parties to make ex ante investments, (2) to preclude ex post transfers by the party that has the ability to engage in such transfers, and (3) to achieve the efficient ex post allocation of stakes in the firm.Keywords
This publication has 46 references indexed in Scilit:
- Exit Options in Corporate Finance: Liquidity versus Incentives*European Finance Review, 2004
- Stage Financing and the Role of Convertible SecuritiesThe Review of Economic Studies, 2003
- Corporate Equity Ownership, Strategic Alliances, and Product Market RelationshipsThe Journal of Finance, 2000
- Agency Conflicts in Public and Negotiated Transfers of Corporate ControlThe Journal of Finance, 2000
- The 'Lemons Effect' in Corporate Freeze-OutsPublished by National Bureau of Economic Research ,1999
- Why Higher Takeover Premia Protect Minority ShareholdersJournal of Political Economy, 1998
- Large Shareholders, Monitoring, and the Value of the FirmThe Quarterly Journal of Economics, 1997
- Double-Sided Moral Hazard and the Nature of Share ContractsThe RAND Journal of Economics, 1995
- Efficient and Inefficient Sales of Corporate ControlThe Quarterly Journal of Economics, 1994
- A Control Theory of Venture Capital FinanceJournal of Law, Economics, and Organization, 1994