IDEAS home Printed from https://ideas.repec.org/a/eee/corfin/v17y2011i5p1619-1635.html
   My bibliography  Save this article

Why are shareholders not paid to give up their voting privileges? Unique evidence from Italy

Author

Listed:
  • Bigelli, Marco
  • Mehrotra, Vikas
  • Rau, P. Raghavendra

Abstract

Dual-class share unifications have typically been argued to be beneficial for voting shareholders, who are usually compensated for the loss of their superior voting privileges. However, no covenants exist that make this compensation mandatory for voting shareholders. In this paper, we examine a subset of dual class share unifications from Italy where, in the main, voting shareholders are not offered any compensation in lieu of the loss of their superior voting rights. We present a simple model describing the conditions under which the controlling voting shareholder will choose not to offer compensation to minority voting shareholders as part of a share unification. Our empirical results support the model predictions.

Suggested Citation

  • Bigelli, Marco & Mehrotra, Vikas & Rau, P. Raghavendra, 2011. "Why are shareholders not paid to give up their voting privileges? Unique evidence from Italy," Journal of Corporate Finance, Elsevier, vol. 17(5), pages 1619-1635.
    • Handle: RePEc:eee:corfin:v:17:y:2011:i:5:p:1619-1635
    DOI: 10.1016/j.jcorpfin.2011.09.005
    as

    Download full text from publisher

    File URL: http://www.sciencedirect.com/science/article/pii/S0929119911001040
    Download Restriction: Full text for ScienceDirect subscribers only
    File URL: https://libkey.io/10.1016/j.jcorpfin.2011.09.005?utm_source=ideas
    LibKey link: if access is restricted and if your library uses this service, LibKey will redirect you to where you can use your library subscription to access this item
    ---><---

    As the access to this document is restricted, you may want to search for a different version of it.

    References listed on IDEAS

    as
    1. 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.
    2. Shmuel Hauser, 2004. "The Value of Voting Rights to Majority Shareholders: Evidence from Dual-Class Stock Unifications," Review of Financial Studies, Society for Financial Studies, vol. 17(4), pages 1167-1184.
    3. Alexander Dyck & Luigi Zingales, 2004. "Private Benefits of Control: An International Comparison," Journal of Finance, American Finance Association, vol. 59(2), pages 537-600, April.
    4. Zingales, Luigi, 1994. "The Value of the Voting Right: A Study of the Milan Stock Exchange Experience," Review of Financial Studies, Society for Financial Studies, vol. 7(1), pages 125-148.
    5. Ingolf Dittmann & Niels Ulbricht, 2008. "Timing and Wealth Effects of German Dual Class Stock Unifications," European Financial Management, European Financial Management Association, vol. 14(1), pages 163-196, January.
    6. Jarrell, Gregg A. & Poulsen, Annette B., 1988. "Dual-class recapitalizations as antitakeover mechanisms : The recent evidence," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 129-152, January.
    7. Cheung, Yan-Leung & Rau, P. Raghavendra & Stouraitis, Aris, 2006. "Tunneling, propping, and expropriation: evidence from connected party transactions in Hong Kong," Journal of Financial Economics, Elsevier, vol. 82(2), pages 343-386, November.
    8. 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.
    9. Morck, Randall K. (ed.), 2000. "Concentrated Corporate Ownership," National Bureau of Economic Research Books, University of Chicago Press, edition 1, number 9780226536781, December.
    10. Faccio, Mara & Lang, Larry H. P., 2002. "The ultimate ownership of Western European corporations," Journal of Financial Economics, Elsevier, vol. 65(3), pages 365-395, September.
    11. James S. Ang & William L Megginson, 1989. "Restricted Voting Shares, Ownership Structure, And The Market Value Of Dual-Class Firms," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 12(4), pages 301-318, December.
    12. Dhillon, Upinder & Johnson, Herb, 1991. "Changes in the Standard and Poor's 500 List," The Journal of Business, University of Chicago Press, vol. 64(1), pages 75-85, January.
    13. Beneish, Messod D & Whaley, Robert E, 1996. "An Anatomy of the "S&P Game": The Effects of Changing the Rules," Journal of Finance, American Finance Association, vol. 51(5), pages 1909-1930, December.
    14. Renée Adams & Daniel Ferreira, 2008. "One Share-One Vote: The Empirical Evidence," Review of Finance, European Finance Association, vol. 12(1), pages 51-91.
    15. Ang, James S & Megginson, William L, 1989. "Restricted Voting Shares, Ownership Structure, and the Market Value of Dual-Class Firms," Journal of Financial Research, Southern Finance Association;Southwestern Finance Association, vol. 12(4), pages 301-318, Winter.
    16. Marco Bigelli, 1998. "The Quasi‐split Effect, Active Insiders and the Italian Market Reaction to Equity Rights Issues," European Financial Management, European Financial Management Association, vol. 4(2), pages 185-206, July.
    17. Dimitrov, Valentin & Jain, Prem C., 2006. "Recapitalization of one class of common stock into dual-class: Growth and long-run stock returns," Journal of Corporate Finance, Elsevier, vol. 12(2), pages 342-366, January.
    18. Partch, M. Megan, 1987. "The creation of a class of limited voting common stock and shareholder wealth," Journal of Financial Economics, Elsevier, vol. 18(2), pages 313-339, June.
    19. Lucian A. Bebchuk & Reinier Kraakman & George Triantis, 2000. "Stock Pyramids, Cross-Ownership, and Dual Class Equity: The Mechanisms and Agency Costs of Separating Control from Cash-Flow Rights," NBER Chapters, in: Concentrated Corporate Ownership, pages 295-318, National Bureau of Economic Research, Inc.
    20. Harris, Milton & Raviv, Artur, 1988. "Corporate governance : Voting rights and majority rules," Journal of Financial Economics, Elsevier, vol. 20(1-2), pages 203-235, January.
    21. Pajuste, Anete, 2005. "Determinants and consequences of the unification of dual-class shares," Working Paper Series 465, European Central Bank.
    22. 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.
    Full references (including those not matched with items on IDEAS)

    Citations

    Citations are extracted by the CitEc Project, subscribe to its RSS feed for this item.
    as


    Cited by:

    1. Bortolon, Patrícia M. & Câmara Leal, Ricardo P., 2014. "Dual-class unifications and corporate governance in Brazil," Emerging Markets Review, Elsevier, vol. 20(C), pages 89-108.
    2. Lauterbach, Beni & Pajuste, Anete, 2015. "The long-term valuation effects of voluntary dual class share unifications," Journal of Corporate Finance, Elsevier, vol. 31(C), pages 171-185.
    3. Bigelli, Marco & Croci, Ettore, 2013. "Dividend privileges and the value of voting rights: Evidence from Italy," Journal of Empirical Finance, Elsevier, vol. 24(C), pages 94-107.
    4. Ghosh, Chinmoy & Hilliard, James & Petrova, Milena & Phani, B.V., 2016. "Economic consequences of deregulation: Evidence from the removal of voting cap in Indian banks," Journal of Banking & Finance, Elsevier, vol. 72(S), pages 19-38.
    5. Betzer, André & van den Bongard, Inga & Goergen, Marc, 2017. "Index membership vs. loss of voting power: The unification of dual-class shares," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 49(C), pages 140-153.
    6. Bajo, Emanuele & Barbi, Massimiliano & Bigelli, Marco & Croci, Ettore, 2020. "Bolstering family control: Evidence from loyalty shares," Journal of Corporate Finance, Elsevier, vol. 65(C).

    Most related items

    These are the items that most often cite the same works as this one and are cited by the same works as this one.
    1. Renée Adams & Daniel Ferreira, 2008. "One Share-One Vote: The Empirical Evidence," Review of Finance, European Finance Association, vol. 12(1), pages 51-91.
    2. Mike Burkart & Samuel Lee, 2008. "One Share - One Vote: the Theory," Review of Finance, European Finance Association, vol. 12(1), pages 1-49.
    3. Odegaard, Bernt Arne, 2007. "Price differences between equity classes. Corporate control, foreign ownership or liquidity?," Journal of Banking & Finance, Elsevier, vol. 31(12), pages 3621-3645, December.
    4. Betzer, André & van den Bongard, Inga & Goergen, Marc, 2017. "Index membership vs. loss of voting power: The unification of dual-class shares," Journal of International Financial Markets, Institutions and Money, Elsevier, vol. 49(C), pages 140-153.
    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. At, Christian & Burkart, Mike & Lee, Samuel, 2011. "Security-voting structure and bidder screening," Journal of Financial Intermediation, Elsevier, vol. 20(3), pages 458-476, July.
    7. Bennedsen, Morten & Nielsen, Kasper Meisner, 2010. "Incentive and entrenchment effects in European ownership," Journal of Banking & Finance, Elsevier, vol. 34(9), pages 2212-2229, September.
    8. Markus Schmid, 2009. "Ownership structure and the separation of voting and cash flow rights-evidence from Switzerland," Applied Financial Economics, Taylor & Francis Journals, vol. 19(18), pages 1453-1476.
    9. Li, Ting & Zaiats, Nataliya, 2017. "Information environment and earnings management of dual class firms around the world," Journal of Banking & Finance, Elsevier, vol. 74(C), pages 1-23.
    10. Bajo, Emanuele & Barbi, Massimiliano & Bigelli, Marco & Croci, Ettore, 2020. "Bolstering family control: Evidence from loyalty shares," Journal of Corporate Finance, Elsevier, vol. 65(C).
    11. Chemmanur, Thomas J. & Jiao, Yawen, 2012. "Dual class IPOs: A theoretical analysis," Journal of Banking & Finance, Elsevier, vol. 36(1), pages 305-319.
    12. Goergen, Marc & Manjon, Miguel C. & Renneboog, Luc, 2008. "Recent developments in German corporate governance," International Review of Law and Economics, Elsevier, vol. 28(3), pages 175-193, September.
    13. Berezinets, Irina & Ilina, Yulia & Muravyev, Alexander, 2011. "CEO and Board Characteristics as Determinants of Private Benefits of Control: Evidence from the Russian Stock Exchange," IZA Discussion Papers 6256, Institute of Labor Economics (IZA).
    14. Bigelli, Marco & Croci, Ettore, 2013. "Dividend privileges and the value of voting rights: Evidence from Italy," Journal of Empirical Finance, Elsevier, vol. 24(C), pages 94-107.
    15. Lauterbach, Beni & Pajuste, Anete, 2015. "The long-term valuation effects of voluntary dual class share unifications," Journal of Corporate Finance, Elsevier, vol. 31(C), pages 171-185.
    16. Berezinets Irina & Ilina Yulia & Muravyev Alexander, 2011. "Owners, Boards, Managers and the Private Benefits of Control: A Study of Dual Class Stock Firms in an Emerging Market," EERC Working Paper Series 11/12e, EERC Research Network, Russia and CIS.
    17. Boubaker, Sabri & Nguyen, Pascal & Rouatbi, Wael, 2012. "Large shareholders and firm risk-taking behavior," MPRA Paper 39005, University Library of Munich, Germany.
    18. Boubaker, Sabri & Labégorre, Florence, 2008. "Ownership structure, corporate governance and analyst following: A study of French listed firms," Journal of Banking & Finance, Elsevier, vol. 32(6), pages 961-976, June.
    19. Gur Aminadav & Elias Papaioannou, 2020. "Corporate Control around the World," Journal of Finance, American Finance Association, vol. 75(3), pages 1191-1246, June.
    20. Howell, Jason W., 2017. "The survival of the U.S. dual class share structure," Journal of Corporate Finance, Elsevier, vol. 44(C), pages 440-450.

    More about this item

    Keywords

    Dual class shares; Unification; Corporate governance; Expropriation; Insider trading; Equity structure;
    All these keywords.

    JEL classification:

    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill
    • G34 - Financial Economics - - Corporate Finance and Governance - - - Mergers; Acquisitions; Restructuring; Corporate Governance

    Statistics

    Access and download statistics

    Corrections

    All material on this site has been provided by the respective publishers and authors. You can help correct errors and omissions. When requesting a correction, please mention this item's handle: RePEc:eee:corfin:v:17:y:2011:i:5:p:1619-1635. See general information about how to correct material in RePEc.

    If you have authored this item and are not yet registered with RePEc, we encourage you to do it here. This allows to link your profile to this item. It also allows you to accept potential citations to this item that we are uncertain about.

    If CitEc recognized a bibliographic reference but did not link an item in RePEc to it, you can help with this form .

    If you know of missing items citing this one, you can help us creating those links by adding the relevant references in the same way as above, for each refering item. If you are a registered author of this item, you may also want to check the "citations" tab in your RePEc Author Service profile, as there may be some citations waiting for confirmation.

    For technical questions regarding this item, or to correct its authors, title, abstract, bibliographic or download information, contact: Catherine Liu (email available below). General contact details of provider: http://www.elsevier.com/locate/jcorpfin .

    Please note that corrections may take a couple of weeks to filter through the various RePEc services.

    IDEAS is a RePEc service. RePEc uses bibliographic data supplied by the respective publishers.