The Value of Control in Private Companies

Abstract The controlling shareholder of a company has the potential to extract private benefits of control (PBC). In contrast to shared benefits, PBC are proceeds that accrue only to the majority shareholders. They can take a variety of forms that range from outright theft to a (covert) compensation for private costs incurred in controlling the company. It is notoriously difficult to measure PBC and the literature only provides a rough guidance based on two methods: the control premium method and the voting premium method. These two methods are based on the logic that PBC must be the reason why the controlling shareholder pays a premium over the market price for a controlling block or why voting and non-voting shares are priced differently. This paper introduces a third method to estimate the PBC. We look at the discount (compared to a baseline valuation made at the controlling level) that minority shareholders ask to invest in a company. In the context of private companies, we find a discount of 16.72 % that translates into estimated PBC of 20.08 % (premium per share). We argue that the discount for lack of control can be explained as a discount for private benefits.

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Publication Details

Journal
Review of Law & Economics
Published
2025-03-01
DOI
https://doi.org/10.1515/rle-2024-0047
Primary Topic
Auditing, Earnings Management, Governance
Type
article
Field-Weighted Citation Impact
0.00
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article

The Value of Control in Private Companies

Bettina De Ruyck, Johan Van den Cruijce, Wouter De Maeseneire, Cynthia Van Hulle
Review of Law & Economics
Auditing, Earnings Management, Governance
article

The Value of Control in Private Companies

Bettina De Ruyck, Johan Van den Cruijce, Wouter De Maeseneire, Cynthia Van Hulle
article en

Abstract

Abstract The controlling shareholder of a company has the potential to extract private benefits of control (PBC). In contrast to shared benefits, PBC are proceeds that accrue only to the majority shareholders. They can take a variety of forms that range from outright theft to a (covert) compensation for private costs incurred in controlling the company. It is notoriously difficult to measure PBC and the literature only provides a rough guidance based on two methods: the control premium method and the voting premium method. These two methods are based on the logic that PBC must be the reason why the controlling shareholder pays a premium over the market price for a controlling block or why voting and non-voting shares are priced differently. This paper introduces a third method to estimate the PBC. We look at the discount (compared to a baseline valuation made at the controlling level) that minority shareholders ask to invest in a company. In the context of private companies, we find a discount of 16.72 % that translates into estimated PBC of 20.08 % (premium per share). We argue that the discount for lack of control can be explained as a discount for private benefits.

Review of Law & EconomicsVol. 21(1)
Vlerick Business School (BE), KU Leuven (BE)
Openalex Percentile: Top 93%
Auditing, Earnings Management, Governance
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