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Incentives vs. Control: An Analysis of U.S. Dual-Class Companies

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Author Info
Paul A. Gompers
Joy Ishii
Andrew Metrick

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Abstract

Dual-class common stock allows for the separation of voting rights and cash flow rights across the different classes of equity. We construct a large sample of dual-class firms in the United States and analyze the relationships of insider's cash flow rights and voting rights with firm value, performance, and investment behavior. We find that relationship of firm value to cash flow rights is positive and concave and the relationship to voting rights is negative and convex. Identical quadratic relationships are found for the respective ownership variables with sales growth, capital expenditures, and the combination of R&D and advertising. Our evidence is consistent with an entrenchment effect of voting control that leads managers to underinvest and an incentive effect of cash flow ownership that induces managers to pursue more aggressive strategies.

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Paper provided by National Bureau of Economic Research, Inc in its series NBER Working Papers with number 10240.

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Date of creation: Jan 2004
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Handle: RePEc:nbr:nberwo:10240

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G3 - Financial Economics - - Corporate Finance and Governance

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References listed on IDEAS
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  6. Grossman, Sanford J. & Hart, Oliver D., 1988. "One share-one vote and the market for corporate control," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 175-202, January. [Downloadable!] (restricted)
  7. Oliver D. Hart, 1983. "The Market Mechanism as an Incentive Scheme," Bell Journal of Economics, The RAND Corporation, vol. 14(2), pages 366-382, Autumn. [Downloadable!] (restricted)
  8. Kaplan, Steven N & Zingales, Luigi, 1997. "Do Investment-Cash Flow Sensitivities Provide Useful Measures of Financing Constraints," The Quarterly Journal of Economics, MIT Press, vol. 112(1), pages 169-215, February.
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  12. Sanford J. Grossman & Oliver D. Hart, 1987. "One Share/One Vote and The Market for Corporate Control," Working papers 440, Massachusetts Institute of Technology (MIT), Department of Economics.
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  13. Paul Gompers & Joy Ishii & Andrew Metrick, 2003. "Corporate Governance And Equity Prices," The Quarterly Journal of Economics, MIT Press, vol. 118(1), pages 107-155, February. [Downloadable!] (restricted)
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  14. Rafael La porta & Florencio Lopez-De-Silanes & Andrei Shleifer & Robert Vishny, 2002. "Investor Protection and Corporate Valuation," Journal of Finance, American Finance Association, vol. 57(3), pages 1147-1170, 06. [Downloadable!] (restricted)
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  15. Demsetz, Harold & Lehn, Kenneth, 1985. "The Structure of Corporate Ownership: Causes and Consequences," Journal of Political Economy, University of Chicago Press, vol. 93(6), pages 1155-77, December. [Downloadable!] (restricted)
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Cited by:
(explanations, Please report citation or reference errors to , or , if you are the registered author of the cited work, log in to your RePEc Author Service profile, click on "citations" and make appropriate adjustments.)

  1. Jennifer Dlugosz & Rudiger Fahlenbrach & Paul Gompers & Andrew Metrick, 2004. "Large Blocks of Stock: Prevalence, Size, and Measurement," NBER Working Papers 10671, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
    Other versions:
  2. Jean Helwege & Christo Pirinsky & René M. Stulz, 2005. "Why Do Firms Become Widely Held? An Analysis of the ynamics of Corporate Ownership," NBER Working Papers 11505, National Bureau of Economic Research, Inc. [Downloadable!] (restricted)
  3. Bennedsen, Morten & Meisner, Kasper, Nielsen, 2006. "The Principle of Proportionality," Working Papers 22-2005, Copenhagen Business School, Department of Economics. [Downloadable!]
  4. Morten Bennedsen & Kasper Nielsen, 2005. "The Principle of Proportionality: Separating the Impact of Dual Class Shares, Pyramids and Cross-ownership on Firm Value Across Legal Regimes in Western Europe," CIE Discussion Papers 2005-14, University of Copenhagen. Department of Economics. Centre for Industrial Economics. [Downloadable!]
  5. Helwege, Jean & Pirinsky, Christo & Stulz, Rene M., 2005. "Why Do Firms Become Widely Held? An Analysis of the Dynamics of Corporate Ownership," Working Paper Series 2005-14, Ohio State University, Charles A. Dice Center for Research in Financial Economics. [Downloadable!]
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