Corporate control has been defined as “the rights to determine the management of corporate resources”1. The following is a list of the more common prerogatives of ownership control of a business enterprise2:
- Appoint management
- Determine management compensation and perquisites
- Set policy and change the course of business
- Acquire or liquidate assets
- Select people with whom to do business and award contracts
- Make acquisitions
- Liquidate, dissolve, sell out, or recapitalize the company
- Declare and pay dividends
- Change the articles of incorporation or bylaws
- Block any of the above actions
According to Mergerstat, there are a number of factors affecting the magnitude of a given control premium, including 4:
- The nature and magnitude of non-operating assets
- The nature and magnitude of discretionary expenses
- The perceived quality of existing management
- The market evolution
- The nature and magnitude of business opportunities which are not currently being exploited
- The ability to integrate the acquiree into the acquiror’s business or distribution channels
Exhibit 1: Average and Median Control Premiums5
|# of Deals||Premium|
It should be noted that when a control premium is payed, it is very difficult to strip out the synergies between the acquiror and acquired company on the one hand and the control premium on the other hand. The above exhibit includes both.
Once control is obtained, increasing ownership does not lead to additional benefits of control. For instance, if 50.01% already guarantees control, there are no reasons for an acquiror to pay a control premium for purchase of subsequent shares, in excess of 50.01%.
In some countries, there are statutory minority protection rights, triggered when a minority shareholder owns a significant minority of shares (usually a minimum of one quarter to one third of shares). But these minority rights do not typically offer the right to manage the company. These rights are typically defensive in nature—e.g. protecting against dilution, exercising rights in bankruptcy, etc. Of course, it is always important to check applicable corporate laws and whether a company has a shareholders’ agreement—and if so, the details of such agreement—because such laws and shareholders’ agreement may confer special rights on a minority shareholder—such as rights of first refusal. To the extent that minority shareholders exercise significant powers (e.g. to veto certain decisions), these may diminish the control premium. In conclusion, the control premium is proportional to the bundle of rights exercised by the controlling shareholder vis-à-vis the minority shareholder(s), and to the additional value that may be captured by exercising such control.
2 Value a Business by Shannon Pratt, Robert Reilly and Robert Schweihs
3Business Valuation Discounts and Premiums by Shannon Pratt
4Mergerstat Control Premium Study 2nd Quarter 2018
5Mergerstat Control Premium Study 2nd Quarter 2018. Such data also includes the value of synergies between acquirer and the target company.