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On the decision to go public with dual class stock

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  • Arugaslan, Onur
  • Cook, Douglas O.
  • Kieschnick, Robert
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    Abstract

    Why do firms deviate from a one share-one vote regime when going public? This question raises considerations that are at the core of many corporate governance issues. We consider three arguments for this choice. Examining data on IPOs from 1980 through 2008, we do not find that firms go public with dual class stock so managers have more incentive to invest in hard to monitor projects nor to gain more when selling control of the firm. Rather, managers appear to take their firms public with dual class stock in order to retain control of their firms while reducing their lack of diversification costs.

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    Bibliographic Info

    Article provided by Elsevier in its journal Journal of Corporate Finance.

    Volume (Year): 16 (2010)
    Issue (Month): 2 (April)
    Pages: 170-181

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    Handle: RePEc:eee:corfin:v:16:y:2010:i:2:p:170-181

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    Web page: http://www.elsevier.com/locate/jcorpfin

    Related research

    Keywords: IPO Dual class stock One share-one vote;

    References

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    1. Lehn, Kenneth & Netter, Jeffry & Poulsen, Annette, 1990. "Consolidating corporate control*1: Dual-class recapitalizations versus leveraged buyouts," Journal of Financial Economics, Elsevier, vol. 27(2), pages 557-580, October.
    2. Belén Villalonga & Raphael Amit, 2009. "How Are U.S. Family Firms Controlled?," Review of Financial Studies, Society for Financial Studies, vol. 22(8), pages 3047-3091, August.
    3. Andriy Bodnaruk & Eugene Kandel & Massimo Massa & Andrei Simonov, 2008. "Shareholder Diversification and the Decision to Go Public," Review of Financial Studies, Society for Financial Studies, vol. 21(6), pages 2779-2824, November.
    4. Zingales, Luigi, 1995. "Insider Ownership and the Decision to Go Public," Review of Economic Studies, Wiley Blackwell, vol. 62(3), pages 425-48, July.
    5. Pugh, William N & Page, Daniel E & Jahera, John S, Jr, 1992. "Antitakeover Charter Amendments: Effects on Corporate Decisions," Journal of Financial Research, Southern Finance Association & Southwestern Finance Association, vol. 15(1), pages 57-67, Spring.
    6. Meulbroek, Lisa K, et al, 1990. "Shark Repellents and Managerial Myopia: An Empirical Test," Journal of Political Economy, University of Chicago Press, vol. 98(5), pages 1108-17, October.
    7. Mike Burkart & Samuel Lee, 2008. "One Share - One Vote: the Theory," Review of Finance, European Finance Association, vol. 12(1), pages 1-49.
    8. Smart, Scott B. & Thirumalai, Ramabhadran S. & Zutter, Chad J., 2008. "What's in a vote The short- and long-run impact of dual-class equity on IPO firm values," Journal of Accounting and Economics, Elsevier, vol. 45(1), pages 94-115, March.
    9. Taylor, Stephen & Whittred, Greg, 1998. "Security design and the allocation of voting rights: Evidence from the Australian IPO market," Journal of Corporate Finance, Elsevier, vol. 4(2), pages 107-131, June.
    10. Renée Adams & Daniel Ferreira, 2008. "One Share-One Vote: The Empirical Evidence," Review of Finance, European Finance Association, vol. 12(1), pages 51-91.
    11. Laura Casares Field & Jonathan M. Karpoff, 2002. "Takeover Defenses of IPO Firms," Journal of Finance, American Finance Association, vol. 57(5), pages 1857-1889, October.
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    13. Ronald W. Masulis & Cong Wang & Fei Xie, 2009. "Agency Problems at Dual-Class Companies," Journal of Finance, American Finance Association, vol. 64(4), pages 1697-1727, 08.
    14. DeAngelo, Harry & DeAngelo, Linda, 1985. "Managerial ownership of voting rights : A study of public corporations with dual classes of common stock," Journal of Financial Economics, Elsevier, vol. 14(1), pages 33-69, March.
    15. Amoako-Adu, Ben & Smith, Brian F., 2001. "Dual class firms: Capitalization, ownership structure and recapitalization back into single class," Journal of Banking & Finance, Elsevier, vol. 25(6), pages 1083-1111, June.
    16. Onur Arugaslan & Douglas O. Cook & Robert Kieschnick, 2004. "Monitoring as a Motivation for IPO Underpricing," Journal of Finance, American Finance Association, vol. 59(5), pages 2403-2420, October.
    17. Ødegaard, Bernt Arne, 2009. "The diversification cost of large, concentrated equity stakes. How big is it? Is it justified?," UiS Working Papers in Economics and Finance 2009/22, University of Stavanger.
    18. Villalonga, Belen & Amit, Raphael, 2006. "How do family ownership, control and management affect firm value?," Journal of Financial Economics, Elsevier, vol. 80(2), pages 385-417, May.
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    Cited by:
    1. Chemmanur, Thomas J. & Jiao, Yawen, 2012. "Dual class IPOs: A theoretical analysis," Journal of Banking & Finance, Elsevier, vol. 36(1), pages 305-319.

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