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One Share - One Vote: The Theory

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  • Burkart, Mike

    ()
    (Stockholm School of Economics)

  • Lee, Samuel

    ()
    (Stockholm School of Economics)

Abstract

The impact of separating cash flow and votes depends on the ownership structure. In widely held firms, one share - one vote is in general not optimal. While it ensures an efficient outcome in bidding contests, dual-class shares mitigate the free-rider problem, thereby promoting takeovers. In the presence of a controlling shareholder, one share - one vote promotes value-increasing control transfers and deters value-decreasing control transfers more effectively than any other vote allocation. Moreover, leveraging the insider's voting power aggravates agency conflicts because it protects her from the takeover threat and provides less alignment with other shareholders. Even so, minority shareholder protection is not a compelling argument for regulatory intervention, as rational investors anticipate the insider's opportunism. Rather, the rationale for mandating one share – one vote must be to disempower controlling minority shareholders in order to promote value-increasing takeovers. As this policy tends to empower managers vis-a-vis shareholders, it is an open question whether it would improve the quality of corporate governance, notably in systems built around large active owners. The verdict in the case of depositary certificates, priority shares, voting and ownership ceilings is less I ambiguous, since they insulate managers from both takeovers and effective shareholder monitoring.

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Bibliographic Info

Paper provided by Institute for Financial Research in its series SIFR Research Report Series with number 57.

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Length: 58 pages
Date of creation: 15 Jul 2007
Date of revision:
Publication status: Forthcoming in Review of Finance, 2008.
Handle: RePEc:hhs:sifrwp:0057

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Keywords: Security-voting structure; market for corporate control; controlling minority shareholders;

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Cited by:
  1. Poulsen, Thomas, 2012. "Disentangling disproportionality," Economics Letters, Elsevier, vol. 117(3), pages 743-745.
  2. Henrekson, Magnus & Jakobsson, Ulf, 2011. "The Swedish Corporate Control Model: Convergence, Persistence or Decline?," Working Paper Series 857, Research Institute of Industrial Economics.
  3. Belot, François, 2010. "Excess control rights and corporate acquisitions," Economics Papers from University Paris Dauphine 123456789/5922, Paris Dauphine University.
  4. Muravyev, Alexander, 2009. "Investor Protection and the Value of Shares: Evidence from Statutory Rules Governing Variations of Shareholders' Class Rights in Russia," IZA Discussion Papers 4669, Institute for the Study of Labor (IZA).
  5. Lauterbach, Beni & Yafeh, Yishay, 2011. "Long term changes in voting power and control structure following the unification of dual class shares," Journal of Corporate Finance, Elsevier, vol. 17(2), pages 215-228, April.
  6. Alexander Muravyev, 2009. "Investor Protection and Share Prices: Evidence from Statutory Rules Governing Variations of Shareholders' Class Rights in Russia," Discussion Papers of DIW Berlin 865, DIW Berlin, German Institute for Economic Research.
  7. Ødegaard, Bernt Arne, 2009. "The diversification cost of large, concentrated equity stakes. How big is it? Is it justified?," Finance Research Letters, Elsevier, vol. 6(2), pages 56-72, June.
  8. Yishay Yafeh & Beni Lauterbach, 2009. "Long Term Changes in Voting Power and Control Structure following the Unification of Dual Class Shares," Working Papers 2009.112, Fondazione Eni Enrico Mattei.
  9. Arugaslan, Onur & Cook, Douglas O. & Kieschnick, Robert, 2010. "On the decision to go public with dual class stock," Journal of Corporate Finance, Elsevier, vol. 16(2), pages 170-181, April.
  10. Flavio Bazzana & Luigi Mittone & Luciano Andreozzi, 2012. "The freeze-out bond exchange offer. An experimental approach," CEEL Working Papers 1204, Cognitive and Experimental Economics Laboratory, Department of Economics, University of Trento, Italia.
  11. Sakineh Darvishzadeh & Zeinolabedin Sadeghi & Ahmad Khodamipour, 2013. "Investigation of the Relationship between Ownership–Control Discrepancy and Dividend Policy in Tehran Stock Exchange," International Journal of Academic Research in Accounting, Finance and Management Sciences, Human Resource Management Academic Research Society, International Journal of Academic Research in Accounting, Finance and Management Sciences, vol. 3(3), pages 266-274, July.
  12. Lauterbach, Beni & Yafeh, Yishay, 2009. "Long Term Changes in Voting Power and Control Structure following the Unification of Dual Class Shares," CEPR Discussion Papers 7287, C.E.P.R. Discussion Papers.
  13. Eklund, Johan E, 2009. "One Share – One Vote: new evidence from the Nordic countries," Working Paper Series in Economics and Institutions of Innovation 168, Royal Institute of Technology, CESIS - Centre of Excellence for Science and Innovation Studies.

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