Empirical evidences on voluntary delisting phenomenon

The paper studies what drives firms to voluntary delist from capital markets and what differs in firms’ behavior and fundamentals between public-to-private transactions and M&A deals with listed corporations. Moreover, I study the relationship between ownership percentage in controlling shareholders’ hands and cumulative returns around the delisting public announcement. I perform my tests both for the Italian and the US markets and I compare the findings to better understand how the phenomenon works in these different institutional environments. Consistent with my expectations, I find that the likelihood of delisting is mainly related to size, underperformance and undervaluation, while shareholders are more rewarded when their companies are involved in PTP transactions than in M&As with public firms.

O direito de exoneração do acionista minoritário

This study specifically addresses the situation of minority shareholders after the transfer of control in an listed company. The various underlying interests and reasons that shareholders have for investing in a company can demonstrate shareholders’ reasoning for taking radically different positions on issues relating to the transfer of control of the referred company. This study analyses the current legal system in Portugal and in the European Union in order to assess whether, in the event of a takeover bid of a listed company where there is a transfer of control, minority shareholders have the same appraisal rights as other shareholders to sell their shares and leave the company. The study then examines the European Court of Justice decision on whether a general principle of equal treatment of minority shareholders exists upon a transfer of control (Audiolux) and the Portuguese Securities Market Commission decision regarding the delisting of Brisa - Autoestradas de Portugal, S.A. based on the principle of investor protection. The study concludes that although the principle of equality amongst shareholders has made progress in the European legal system e.g. it is laid down in Directive 2004/25/EC of 21 April 2004 on takeover bids and the Portuguese Securities Market Code, there is also a need for further improvement, which can be accomplished by allowing minority shareholders to exercise an appraisal right in similar unregulated situations.