Does insider trading explain price run‐up ahead of takeover announcements?

This study empirically examines the impact of changes in substantial shareholdings ahead of 450 Australian takeover offers between the years 2000 and 2009. Previous studies have attributed a significant proportion of the price run‐up effect in takeover targets to insider‐trading behaviour. This study examines the contribution of a broad range of public information sources that are known to typically generate market anticipation, including the acquisition of toeholds ahead of takeover announcements. Our findings show no significant pre‐bid run‐up for takeover targets after considering these sources. We conclude from these results that previous findings attributing pre‐bid share price run‐up to illegal insider trading may overstate the existence of such conduct.     

An Examination of Initial Shareholdings in Tender Offer Bids

We examine the initial shareholdings taken by bidders prior to making tender offer bids ("toeholds") in order to test predictions of selected models of tender offers. Our data suggest a significantly negative relationship between first bidder premia and toeholds, which is consistent with the models of Shleifer and Vishny (1986) and Hirshleifer and Titman (1990), but inconsistent with the models of Harrington and Prokop (1993), Chowdhry and Jagadeesh (1994), and Burkart (1995).     

A “matching auction” for targets with heterogeneous bidders

When potential bidders for a target firm are heterogeneous, standard auction methods for selling the firm are not optimal, as they treat the bidders symmetrically. In a two-bidder contest, one way to discriminate against the stronger bidder is to impose an order of moves. A simple “matching auction” can achieve this objective, in which the “strong” bidder is asked to make a first and final offer, and the other bidder is asked to match this bid. We consider two sources of bidder heterogeneity in a common-value setting: differences in initial toeholds, and asymmetric effects of the bidders' private signals on value. The matching auction results in a higher expected selling price than the standard auctions when the asymmetry is sufficiently large. Other properties of the matching auction are discussed.     

Can preemptive bidding in takeover auctions be socially optimal? Yes it can

This paper analyzes a model of preemptive jump bidding in private value takeover auctions with entry costs. It shows that when the second bidder owns a fraction of the target firm preemptive jump bidding leads to a higher social surplus, improves the expected profit of both bidders and reduces the expected final price. Such a toehold also leads to higher jump bids. The model implies that preemptive bidding hurts the minority shareholders but benefits the large shareholder of the target firm.