Cheap-Stock Tunneling Around Preemptive Rights

Cheap-Stock Tunneling Around Preemptive Rights

Jesse Fried, Holger Spamann

Series number :

Serial Number: 
408/2018

Date posted :

June 14 2018

Last revised :

September 10 2019
SSRN Share

Keywords

  • controlling shareholder • 
  • tunneling • 
  • equity issuance • 
  • equity issue • 
  • equity tunneling • 
  • preemptive rights • 
  • minority shareholders • 
  • public shareholders • 
  • rights offers • 
  • rights issues • 
  • Private Firms

Preemptive rights are thought to protect minority shareholders from cheap-stock tunneling by a controlling shareholder. We show that preemptive rights, while making cheap-stock tunneling more difficult, cannot prevent it when asymmetric information about the value of the offered shares makes it impossible for the minority to know whether these shares are cheap or overpriced.

Our analysis can help explain why sophisticated investors in unlisted firms and regulators of listed firms do not rely entirely on preemptive rights to address cheap-stock tunneling, supplementing them with other restrictions on equity issues.

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