Post‐Siliconix Freeze‐Outs: Theory and Evidence

摘要: Abstract At approximately the same time that Sarbanes‐Oxley Act increased costs associated with being a public company, important Delaware case law created difference in standard of judicial review for two basic methods freezing out minority shareholders. While freeze‐out executed as statutory merger is subject to stringent “entire‐fairness” review, Chancery Court held In re Siliconix Shareholders Litigation tender offer not. This paper presents first systematic empirical evidence on post‐Siliconix freeze‐outs. Using new database all freeze‐outs 4 years after was decided, I find shareholders achieve significantly lower abnormal returns, average, tender‐offer relative discuss doctrinal and policy implications these findings companion paper.