Journal of Law, Economics, and Organization Advance Access originally published online on September 6, 2006
Journal of Law, Economics, and Organization 2007 23(3):710-730; doi:10.1093/jleo/ewm019
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale-Backs in Bankruptcy
University of Minnesota
University of Minnesota
* Carlson School of Management, University of Minnesota. Email: povel{at}umn.edu.
** Carlson School of Management, University of Minnesota. Email: rajsingh{at}umn.edu.
When bankrupt firms are sold, they are often repurchased by their former owner or manager. These insiders are by default better informed than outsiders about the true value of the firm or its assets, so other potential buyers must worry about overpaying if they win. The presence of insiders may thus have a chilling effect on the bidding. We ask how insiders should be treated in bankruptcy sales: Should they be allowed to submit bids? If so, under what conditions? We derive properties of an optimal sale procedure and show that it must be biased against insiders. Specifically, it should be harder for insiders to win with low bids than for outsiders. We show that the "market tests" that are routinely required in bankruptcy sales are suboptimal since they treat all potential buyers alike and forgo the benefits of biasing the procedure against insiders.
We would like to thank three anonymous referees for suggestions that led to major improvements of the article. We are also indebted to seminar participants at the Universities of Minnesota and Wisconsin–Madison for helpful comments.