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Governance Through Trading and Intervention: A Theory of Multiple Blockholders

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  • Alex Edmans
  • Gustavo Manso

Abstract

Traditional theories argue that governance is strongest under a single large blockholder, as she has high incentives to undertake value-enhancing interventions. However, most firms are held by multiple small blockholders. This article shows that, while such a structure generates free-rider problems that hinder intervention, the same coordination difficulties strengthen a second governance mechanism: disciplining the manager through trading. Since multiple blockholders cannot coordinate to limit their orders and maximize combined trading profits, they trade competitively, impounding more information into prices. This strengthens the threat of disciplinary trading, inducing higher managerial effort. The optimal blockholder structure depends on the relative effectiveness of manager and blockholder effort, the complementarities in their outputs, information asymmetry, liquidity, monitoring costs, and the manager's contract. The Author 2011. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: journals.permissions@oup.com., Oxford University Press.

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Bibliographic Info

Article provided by Society for Financial Studies in its journal Review of Financial Studies.

Volume (Year): 24 (2011)
Issue (Month): 7 ()
Pages: 2395-2428

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Handle: RePEc:oup:rfinst:v:24:y:2011:i:7:p:2395-2428

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Cited by:
  1. Cheng, Minying & Lin, Bingxuan & Wei, Minghai, 2013. "How does the relationship between multiple large shareholders affect corporate valuations? Evidence from China," Journal of Economics and Business, Elsevier, vol. 70(C), pages 43-70.
  2. A. F. Aysan & M. Disli & H. Ozturk & I. M. Turhan, 2013. "Are Islamic Banks Subject to Depositor Discipline?," Working Papers of Faculty of Economics and Business Administration, Ghent University, Belgium 13/871, Ghent University, Faculty of Economics and Business Administration.
  3. Back, Kerry E. & Li, Tao & Ljungqvist, Alexander P., 2013. "Liquidity and Governance," CEPR Discussion Papers 9739, C.E.P.R. Discussion Papers.
  4. Li, Wei-Xuan & Chen, Clara Chia-Sheng & French, Joseph J., 2012. "The relationship between liquidity, corporate governance, and firm valuation: Evidence from Russia," Emerging Markets Review, Elsevier, vol. 13(4), pages 465-477.
  5. Gollier, Christian & Pouget, Sébastien, 2012. "Equilibrium Corporate Behavior and Capital Asset Prices with Socially Responsible Investors," LERNA Working Papers 12.30.387, LERNA, University of Toulouse.
  6. Alex Edmans & Vivian W. Fang & Emanuel Zur, 2013. "The Effect of Liquidity on Governance," Review of Financial Studies, Society for Financial Studies, vol. 26(6), pages 1443-1482.
  7. He, Wen & Li, Donghui & Shen, Jianfeng & Zhang, Bohui, 2013. "Large foreign ownership and stock price informativeness around the world," Journal of International Money and Finance, Elsevier, vol. 36(C), pages 211-230.
  8. Khanna, Naveen & Mathews, Richmond D., 2012. "Doing battle with short sellers: The conflicted role of blockholders in bear raids," Journal of Financial Economics, Elsevier, vol. 106(2), pages 229-246.
  9. Kim, E. Han & Lu, Yao, 2011. "CEO ownership, external governance, and risk-taking," Journal of Financial Economics, Elsevier, vol. 102(2), pages 272-292.
  10. Gollier, Christian & Pouget, Sébastien, 2014. "The "Washing Machine": Investment Strategies and Corporate Behavior with Socially Responsible Investors," IDEI Working Papers 813, Institut d'Économie Industrielle (IDEI), Toulouse.
  11. Helwege, Jean & Intintoli, Vincent J. & Zhang, Andrew, 2012. "Voting with their feet or activism? Institutional investors’ impact on CEO turnover," Journal of Corporate Finance, Elsevier, vol. 18(1), pages 22-37.
  12. Philip Bond & Alex Edmans & Itay Goldstein, 2011. "The Real Effects of Financial Markets," NBER Working Papers 17719, National Bureau of Economic Research, Inc.
  13. Amil Dasgupta & Giorgia Piacentino, 2011. "The Wall Street Walk when Blockholders Compete for Flows," FMG Discussion Papers dp692, Financial Markets Group.
  14. Brav, Alon & Mathews, Richmond D., 2011. "Empty voting and the efficiency of corporate governance," Journal of Financial Economics, Elsevier, vol. 99(2), pages 289-307, February.
  15. Gantchev, Nickolay, 2013. "The costs of shareholder activism: Evidence from a sequential decision model," Journal of Financial Economics, Elsevier, vol. 107(3), pages 610-631.
  16. Najah Attig & Sadok El Ghoul & Omrane Guedhami & Sorin Rizeanu, 2013. "The governance role of multiple large shareholders: evidence from the valuation of cash holdings," Journal of Management and Governance, Springer, vol. 17(2), pages 419-451, May.
  17. Stephen G. Dimmock & William C. Gerken & Zoran Ivković & Scott J. Weisbenner, 2014. "Capital Gains Lock-In and Governance Choices," NBER Working Papers 20176, National Bureau of Economic Research, Inc.
  18. Parlour, Christine A. & Winton, Andrew, 2013. "Laying off credit risk: Loan sales versus credit default swaps," Journal of Financial Economics, Elsevier, vol. 107(1), pages 25-45.

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