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

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  • Paul A. Gompers
  • Joy Ishii
  • Andrew Metrick

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.

Suggested Citation

  • Paul A. Gompers & Joy Ishii & Andrew Metrick, 2004. "Incentives vs. Control: An Analysis of U.S. Dual-Class Companies," NBER Working Papers 10240, National Bureau of Economic Research, Inc.
  • Handle: RePEc:nbr:nberwo:10240
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    References listed on IDEAS

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    Cited by:

    1. 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.
    2. Eklund, Johan E. & Palmberg, Johanna & Wiberg, Daniel, 2010. "Family Ownership and Returns on Investment – Founders, Heirs, and External Managers," Ratio Working Papers 148, The Ratio Institute.
    3. Michael Carney & Eric Gedajlovic & Sujit Sur, 2011. "Corporate governance and stakeholder conflict," Journal of Management & Governance, Springer;Accademia Italiana di Economia Aziendale (AIDEA), vol. 15(3), pages 483-507, August.
    4. McGuire, Jean & Dow, Sandra & Ibrahim, Bakr, 2012. "All in the family? Social performance and corporate governance in the family firm," Journal of Business Research, Elsevier, vol. 65(11), pages 1643-1650.
    5. Liu-Ching Tsai & Chaur-Shiuh Young & Hui-Wen Hsu, 2011. "Entrenched controlling shareholders and the performance consequences of corporate diversification in Taiwan," Review of Quantitative Finance and Accounting, Springer, vol. 37(1), pages 105-126, July.
    6. Dlugosz, Jennifer & Fahlenbrach, Rudiger & Gompers, Paul & Metrick, Andrew, 2006. "Large blocks of stock: Prevalence, size, and measurement," Journal of Corporate Finance, Elsevier, vol. 12(3), pages 594-618, June.
    7. Jean Helwege & Christo Pirinsky & René M. Stulz, 2007. "Why Do Firms Become Widely Held? An Analysis of the Dynamics of Corporate Ownership," Journal of Finance, American Finance Association, vol. 62(3), pages 995-1028, June.
    8. Emilio Barucci & Carlo Bianchi & Mirko Frediani, 2006. "CEO Turnover in the Italian Financial Market," Giornale degli Economisti, GDE (Giornale degli Economisti e Annali di Economia), Bocconi University, vol. 65(2), pages 127-154, November.
    9. Rauh, Joshua D., 2006. "Own company stock in defined contribution pension plans: A takeover defense?," Journal of Financial Economics, Elsevier, vol. 81(2), pages 379-410, August.
    10. Bennedsen, Morten & Meisner, Kasper, Nielsen, 2006. "The Principle of Proportionality," Working Papers 22-2005, Copenhagen Business School, Department of Economics.
    11. Villalonga, Belen & Amit, Raphael, 2006. "How do family ownership, control and management affect firm value?," Journal of Financial Economics, Elsevier, vol. 80(2), pages 385-417, May.
    12. Mark Bagnoli & Hsin-Tsai Liu & Susan Watts, 2011. "Family firms, debtholder–shareholder agency costs and the use of covenants in private debt," Annals of Finance, Springer, vol. 7(4), pages 477-509, November.

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    JEL classification:

    • G3 - Financial Economics - - Corporate Finance and Governance

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