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Strong Managers and Passive Institutional Investors in the UK

Author

Listed:
  • Marc Goergen

    (Manchester School of Management)

  • Luc Renneboog

    (Department of Business Administration, Tilburg University)

Abstract

The first striking feature is that ownership of the average UK company is diffuse: a coalition of at least eight shareholders is required to reach an absolute majority of voting rights. Even though the average firm has a dispersed ownership, the reader should bear in mind that there are about ten per cent of firms where the founder or his heirs are holding more than 30 per cent. The ownership structure is also shaped by regulation; the mandatory takeover threshold of 30%, for example, has an important impact on the ownership structure. In about 4% of sample companies, corporate shareholders hold just under 30 per cent of the shares. Second, institutional investors are the most important category of shareholders. However, they tend to follow passive strategies and often do not exercise the votes attached to their shares. Third, the passive stance adopted by institutions increases the already significant power of directors, who are the second most important category of shareholders. Franks, Mayer and Renneboog (1998) show that when directors own substantial shareholdings, they use their voting power to entrench their positions and they can impede monitoring actions taken by other shareholders to restructure the board, even in the wake of poor corporate performance. Fourth, there is an important market for share stakes and share stakes do not tend to be dispersed. Fifth, some of the characteristics of the British system of corporate governance, such as the proxy voting and the one-tier board structure, further strengthen the discretionary power of directors. Therefore, the main agency conflict emerging from the diffuse ownership structure is the potential expropriation of shareholders by the management.

Suggested Citation

  • Marc Goergen & Luc Renneboog, 1999. "Strong Managers and Passive Institutional Investors in the UK," Working Papers 1999.21, Fondazione Eni Enrico Mattei.
  • Handle: RePEc:fem:femwpa:1999.21
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    References listed on IDEAS

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    1. Henry G. Manne, 1965. "Mergers and the Market for Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 73, pages 110-110.
    2. La Porta, Rafael & Florencio Lopez-de-Silanes & Andrei Shleifer & Robert W. Vishny, 1997. " Legal Determinants of External Finance," Journal of Finance, American Finance Association, vol. 52(3), pages 1131-1150, July.
    3. Franks, J. & Mayer, C. & Renneboog, L.D.R., 1998. "Who Disciplines Bad Management?," Discussion Paper 1998-130, Tilburg University, Center for Economic Research.
    4. repec:hrv:faseco:30728041 is not listed on IDEAS
    5. Brennan, M. J. & Franks, J., 1997. "Underpricing, ownership and control in initial public offerings of equity securities in the UK," Journal of Financial Economics, Elsevier, vol. 45(3), pages 391-413, September.
    6. Henry G. Manne, 1965. "Mergers and the Market for Corporate Control," Journal of Political Economy, University of Chicago Press, vol. 73, pages 351-351.
    Full references (including those not matched with items on IDEAS)

    Citations

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    Cited by:

    1. Goergen, Marc & Renneboog, Luc, 2001. "Investment policy, internal financing and ownership concentration in the UK," Journal of Corporate Finance, Elsevier, vol. 7(3), pages 257-284, September.
    2. 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.
    3. Bjuggren, Per-Olof & Eklund, Johan E. & Wiberg, Daniel, 2007. "Institutional Owners and the Return on Investments," Working Paper Series in Economics and Institutions of Innovation 96, Royal Institute of Technology, CESIS - Centre of Excellence for Science and Innovation Studies.
    4. Bjuggren, Per-Olof & Eklund, Johan & Wiberg, Daniel, 2008. "Institutional Ownership and the Returns on Investment," Ratio Working Papers 128, The Ratio Institute.
    5. Köhler, Matthias, 2008. "Blockholdings and Corporate Governance in the EU Banking Sector," ZEW Discussion Papers 08-110, ZEW - Zentrum für Europäische Wirtschaftsforschung / Center for European Economic Research.
    6. Yoser Gadhoum, 2006. "Power of Ultimate Controlling Owners: A Survey of Canadian Landscape," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 10(2), pages 179-204, May.
    7. Marc Goergen & Miguel Manjon & Luc Renneboog, 2008. "Is the German system of corporate governance converging towards the Anglo-American model?," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 12(1), pages 37-71, March.
    8. Köhler, Matthias, 2009. "Blockholdings and corporate governance in the EU banking sector," ZEW Discussion Papers 08-110 [rev.], ZEW - Zentrum für Europäische Wirtschaftsforschung / Center for European Economic Research.
    9. Martynova, Marina & Renneboog, Luc, 2009. "What determines the financing decision in corporate takeovers: Cost of capital, agency problems, or the means of payment?," Journal of Corporate Finance, Elsevier, vol. 15(3), pages 290-315, June.
    10. Chrisostomos Florackis, 2005. "Internal corporate governance mechanisms and corporate performance: evidence for UK firms," Applied Financial Economics Letters, Taylor and Francis Journals, vol. 1(4), pages 211-216, July.
    11. Becht, Marco, 1999. "European corporate governance: Trading off liquidity against control," European Economic Review, Elsevier, vol. 43(4-6), pages 1071-1083, April.
    12. Becht, Marco & Roell, Ailsa, 1999. "Blockholdings in Europe:: An international comparison1," European Economic Review, Elsevier, vol. 43(4-6), pages 1049-1056, April.
    13. Chrisostomos Florackis & Aydin Ozkan, 2006. "What Reduces the Impact of Managerial Entrenchment on Agency Costs? Evidence for UK Firms," Discussion Papers 06/03, Department of Economics, University of York.
    14. Abdallah, Wissam & Goergen, Marc, 2008. "Does corporate control determine the cross-listing location?," Journal of Corporate Finance, Elsevier, vol. 14(3), pages 183-199, June.
    15. Marko Simoneti & Aleksandra Gregoric, 2004. "Managerial ownership and corporate performance in Slovenian post-privatisation period," European Journal of Comparative Economics, Cattaneo University (LIUC), vol. 1(2), pages 217-241, December.
    16. Dherment-Ferere, Isabelle & Köke, Jens & Renneboog, Luc, 2001. "Corporate monitoring by blockholders in Europe: empirical evidence of managerial disciplining in Belgium, France, Germany, and the UK," ZEW Discussion Papers 01-24, ZEW - Zentrum für Europäische Wirtschaftsforschung / Center for European Economic Research.
    17. Crama, Y. & Leruth, L. & Renneboog, L.D.R. & Urbain, J-P., 1999. "Corporate Governance Structures, Control and Performance in European Markets : A Tale of Two Systems," Discussion Paper 1999-97, Tilburg University, Center for Economic Research.

    More about this item

    Keywords

    Corporate governance; Capital and Ownership structure;

    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

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