Stock Pyramids, Cross-Ownership, and the Dual Class Equity: The Creation and Agency Costs of Seperating Control from Cash Flow Rights
This paper examines common arrangements for separating control from cash flow rights: stock pyramids, cross-ownership structures, and dual class equity structures. We describe the ways in which such arrangements enable a controlling shareholder or group to maintain a complete lock on the control of a company while holding less than a majority of the cash flow rights associated with its equity. Next, we analyze the consequences and agency costs of these arrangements. In particular, we show that they have the potential to create very large agency costs -- costs that are an order of magnitude larger than those associated with controlling shareholders who hold a majority of the cash flow rights in their companies. The agency costs of these structures, we suggest, are also likely to exceed the agency costs of attending highly leveraged capital structures. Finally, we put forward an agenda for research concerning structures separating control from cash flow rights.
|Date of creation:||Feb 1999|
|Date of revision:|
|Publication status:||published as Lucian A. Bebchuk & Reinier Kraakman & George Triantis, 2000. "III. ECONOMIC EFFECTS OF CONCENTRATED CORPORATE OWNERSHIP: 10. 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.|
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- Shleifer, Andrei & Vishny, Robert W, 1997.
" A Survey of Corporate Governance,"
Journal of Finance,
American Finance Association, vol. 52(2), pages 737-83, June.
- Andrei Shleifer & Robert W. Vishny, 1996. "A Survey of Corporate Governance," NBER Working Papers 5554, National Bureau of Economic Research, Inc.
- Andrei Shleifer & Robert W. Vishny, 1995. "A Survey of Corporate Governance," Harvard Institute of Economic Research Working Papers 1741, Harvard - Institute of Economic Research.
- Bebchuk, Lucian Arye, 1994.
"Efficient and Inefficient Sales of Corporate Control,"
The Quarterly Journal of Economics,
MIT Press, vol. 109(4), pages 957-93, November.
- Lucian Arye Bebchuk, 1994. "Efficient and Inefficient Sales of Corporate Control," NBER Working Papers 4788, National Bureau of Economic Research, Inc.
- 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.
- 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 125-48.
- Rafael La Porta & Florencio Lopez-de-Silanes & Andrei Shleifer, 1998.
"Corporate Ownership Around the World,"
Harvard Institute of Economic Research Working Papers
1840, Harvard - Institute of Economic Research.
- 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.
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