Dissertationen zum Thema „Dual Class Share“

Il lavoro si propone di esporre e valutare l’evoluzione del dibattito dottrinale in Italia circa le azioni "multiplo", sia prima che dopo la riforma del 2014, e di valutare l’efficienza delle norme adottate nel nostro ordinamento al fine di renderlo attrattivo, in particolare, per gli investitori ma anche al fine di tutelare gli azionisti di minoranza contro gli abusi dei gruppi di controllo detentori di azioni a voto multiplo. Al fine di fornire un quadro quanto più completo possibile, la tesi effettua una comparazione con l’evoluzione legislativa degli altri Paesi europei e degli USA. Infatti, la globalizzazione e la libera concorrenza rendono necessario un confronto sui mercati tra società di nazionalità differenti, che, specie se di grandi dimensioni, scelgono di assoggettarsi ad un ordinamento piuttosto che ad un altro per poter essere più competitive: in un sistema in cui è necessario effettuare ciclicamente nuovi investimenti per l’innovazione, lo strumento delle azioni a voto multiplo costituisce un importante mezzo per smobilitare i capitali necessari al reinvestimento. Al fine di dare un quadro, il più completo possibile, della situazione dei mercati europei ed internazionali circa le azioni a voto plurimo, è stato necessario, innanzitutto, effettuare un’analisi della più risalente legislazione e dottrina sia continentale che statunitense. L’analisi di quest’ultima, infatti, riveste un’importanza fondamentale al fine di poter trarre delle conclusioni circa i possibili futuri scenari cui il nostro Paese potrebbe andare incontro. In seguito alle evoluzioni dei mercati ed all’avvento dell’Unione Europea, si è cercato di dar conto dell’influenza che essa ha avuto sui mercati dei singoli Stati membri. Nell’ultima parte del lavoro si da conto delle modifiche apportate nel nostro Paese con la riforma del 2014.

The classical corporation, as described by Berle and Means (1932), was characterized by ownership that is dispersed between many small shareholders, yet control was concentrated in the hands of managers. This ownership structure created the conflict of interest between managers and dispersed shareholders. More recent empirical work (see, e.g., La Porta et al. (1999) and Barca and Becht (2001)) has shown that ownership in many countries around the world is typically concentrated in the hands of a small number of large shareholders. As a result, an equally important agency conflict arises between large controlling shareholders and minority shareholders. On the one hand, large shareholders can benefit minority shareholders by monitoring managers (Shleifer and Vishny, 1986, 1997). On the other hand, large shareholders can be harmful if they pursue private goals that differ from profit maximization or if they reduce valuable managerial incentives (Shleifer and Vishny, 1997; and Burkart et al., 1997). In the presence of several large shareholders, a conflict of interest may arise between these controlling shareholders (see, e.g., Zwiebel (1995), Pagano and Röell (1998), and Bennedsen and Wolfenzon (2000)). They can compete for control, monitor each other, or form controlling coalitions to share private benefits. The question arises as to what determines the role of controlling shareholders in various firm policies and performance. Previous literature has noted that the incentives to expropriate minority shareholders are often exacerbated by the fact that the capital invested by the controlling shareholders is relatively lower than the voting control they achieve through the use of dual class shares (i.e., shares with differential voting rights) or stock pyramids (e.g., Claessens et al., 2002). Moreover, the identity of the shareholder (e.g., family vs. financial institution) is important for understanding the role of controlling shareholders (see, e.g., Holderness and Sheehan (1988), Volpin (2002), Claessens et al. (2002), and Burkart et al. (2003)). Using Swedish data, Cronqvist and Nilsson (2003) show that the agency costs of family owners are larger than the agency costs of other controlling owners. The role of controlling shareholders in transition countries is exacerbated by the fact that the legal and general institutional environment remains underdeveloped. In such an environment, strong owners may be the second best option to weak legal protection of investors (La Porta et al., 1997, 1998). The transition countries of central and eastern Europe are experiencing increasingly concentrated control structures, typically with the controlling owner actively involved in the management of the firm (Berglöf and Pajuste, 2003). Moreover, experience from transition countries suggests that foreign direct investment, where investors take controlling positions, have been critical to the successful restructuring of privatized firms. This thesis consists of four self-contained chapters that empirically examine various corporate governance issues. The common theme throughout the thesis is the focus on large shareholders, their identity, as well as to whether they deviate from the principle of one share-one vote. In particular, I examine the effect of large shareholders on firm value (in the first and third chapters), dividend policies (in the second chapter), and stock returns (in the final chapter). The first two chapters employ the data from Finland, the third looks at companies in seven European countries where deviations from one share-one vote are common, and the final one explores the evidence from transition countries.
Diss. Stockholm : Handelshögskolan, 2004

This dissertation focuses on two central capital market transactions, takeovers and initial public offerings (IPOs), from both a theoretical and an empirical point of view. After an introductory chapter, the first two chapters analyse how minority shareholders are affected by a change in take-over regulation (introduction of the mandatory bid rule) in Germany in 1995. The last chapter focuses on the pricing and timing of going-public transactions. Chapter 2 focuses on the absolute wealth effect of the mandatory bid rule and formalises the trade-off minority shareholders of corporate raiders face with respect to the adoption of a mandatory tender offer after a shift in control. Under plausible assumptions about the distribution of security and control benefits, minority shareholders of acquirers profit from the adoption of the mandatory bid rule. A subsequent empirical study supports this hypothesis by measuring the stock price effects after the acceptance of the German Takeover Code. Chapter 3 uses a dataset of German dual-class shares during 1988-1997 to study how the change of corporate governance rules affects the price differential between voting and non-voting stock. First, the chapter discusses how mechanisms to separate control from cash-flow rights relate to the value of control. Second, the chapter analyses how minority voting and non-voting shareholders participate in transfers of corporate control under the alternative regulatory structures pre- and post- 1995. By providing an analysis of sequential going-public decisions. Chapter 4 outlines conditions under which the likelihood of a second IPO increases after a first firm has gone public ('hot issue markets'). Two effects can trigger the rise of hot issue markets in a setting with asymmetric and costly information about both firm quality and industry prospects: risk-induced selling pressure and informational free-riding on the industry news conveyed by a first IPO. Finally, the model offers an explanation for the empirical finding that hot issue markets exhibit a higher degree of underpricing than cold issue markets.

Il lavoro analizza le determinanti e gli effetti sul valore della società di una struttura azionaria c.d. dual class, composta da due categorie di azioni distinte dal diverso potere di voto attribuito a ciascuna categoria. A tal fine, la Prima Parte approfondisce gli studi teorici ed empirici relativi agi emittenti quotati dual class negli Stati Uniti; la Seconda Parte focalizza l’indagine su un selezionato campione di emittenti, le società editrici di quotidiani, per verificare se in questo settore le dual class svolgano in effetti la funzione di tutelare l’integrità editoriale dei giornali, proteggendoli dalla pressione alla massimizzazione dei profitti esercitata dal mercato azionario.
The thesis analyses the determinants and effects on firm value of listed companies of a dual class share structure, made of two classes of shares with different voting power. Part I examines the theoretical and empirical studies concerning dual class companies in the United States; Part II focuses on a selected group of companies, the publishing companies, to verify whether in this sector dual class structures help safeguard the editorial integrity of newspapers, protecting them from the market pressure to maximize profits.

This study investigates payouts in Swedish family firms by focusing on both the level and speed of adjustment of dividends. In addition, the use of dual-class shares in family firms is examined to further identify potential drivers of payout differences between family-controlled companies and non-family firms. Agency theory and previous studies suggest that high and stable payouts are used by controlling families to mitigate minority shareholders’ concerns of being expropriated. We find that family firms in Sweden do not differ from non-family firms in their payouts. The results could be seen as an indication of expropriation if minority shareholders should be compensated for higher agency costs, but it could also be that family control does not worsen agency conflicts between majority and minority shareholders. Rather, other ownership structures such as the use of dual-class shares to gain control in excess of ownership seem to be associated with higher levels of payouts. Neither do family firms smooth their dividends more than non-family firms. Instead, they adapt towards their target dividend at a higher pace.

This dissertation consists of two essays on corporate finance. The first essay investigates the relationship between dual-class shares and firm’s risk-taking. While costs associated with dual-class shares are widely documented, the benefits are seldom studied in the literature. We attempt to fill this gap and find that dual-class firms tend to have fewer business segments, higher volatilities in their cash flows, earnings, and investment opportunities compared to propensity-matched single-class firms. Business segments within a dual-class firm are also more positively correlated in their cash flows, earnings, or investment opportunities than those in single-class firms. The results are consistent with the hypothesis that dual-class shares can potentially shield insiders from short-term market pressure so they can focus on riskier projects to enhance long-term shareholder value. To provide a possible channel through which dual-class firms can increase corporate risk-taking, we examine one of the most important corporate investment decisions: mergers and acquisitions (M&As). Dual-class firms are more likely to engage in M&As, especially nondiversifying M&As. Corporate risks increase following M&As, and the increase is more for dual-class firms than for single-class firms. The second essay shows how CEO skills affect operating performance using a sample of 109 spin-offs from 1994 to 2009. Since a variety of studies indicate that firms in need of external financing are more likely to engage in spin-offs, we hypothesize that parent firms prefer to appoint financial experts as CEOs at spun-off units around spin-off transactions. We find that appointing spun-off unit CEOs with financial expertise brings significant and positive wealth effects. Furthermore, the CEOs with financial expertise significantly improve firms’ access to capital markets and subsequent operating performance. Conversely, we do not observe positive wealth effects at the spin-off announcement or improved operating performance following spin-offs when parent firms decide to assign non-financial experts as spun-off unit CEOs.

This thesis investigates the long- and short- run stability of Cointegrated dual share equity pairs on the Swedish Equity Market. Testing for a cointegrated relationship on each pair are executed for a 13 year period to establish the cointegrated pairs. The stability of each cointegrated pair is then estimated using a rolling two year period. An Arbitrage Trading strategy is applied to the cointegrated pairs for the following one year period. The long-run relationship of the pairs are found to be stable. The short-term relationship varies from pair to pair, where some pairs break their cointegrated relationship for some time periods. But generally, most pairs are stable over the short- term as well. The trading strategy generate the highest returns during volatile market conditions and underperforms during positive market conditions with low volatility. The Sharpe ratio is far better than the Index during the whole period.

The ownership structure in Sweden is characterized by a few controlling owners who often base their ownership of a lower capital investment than in many other countries. The separation of ownership and control is determined by control-boosting mechanisms and is a constantly debated topic. These mechanisms are used to control companies without having to bear the bulk of the capital, and the criticism centers around concerns that companies with control-boosting mechanisms are not managed as well as companies without them. The purpose of the study was to examine the use of control enhancing mechanisms and its effect on the market value of Swedish companies on Nasdaq Stockholm. The study adopted a quantitative form with hypotheses testing. The data collection has been made through annual reports of the sample and then statistically tested in SPSS through multiple regression. The use of vote-strong shares was shown to have a strong positive effect on the value of a company. Minor effects proven came from the difference between the largest owner's voting share and capital contribution, and of the percentage of the total votes held by the largest owner. These two, however, counteracted each other in approximately equal amounts. Not offering their vote-strong shares to on the public exchange is suggested to be strongly negative, but this could not be ascertained. Type of ownership and age were both insignificant in their ability to explain company value.

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Este trabalho tem por objetivo contribuir para a discussão acerca do diferencial relativo de preços entre duas classes de ações - ordinárias nominativas (ON) e preferenciais nominativas (PN) - no Brasil e os seus determinantes no período compreendido entre 2002 e 2014. Considerando-se a disseminada utilização de duas classes de ações (com e sem direito de voto) por empresas listadas na BMFBovespa – permitindo a separação entre controle e propriedade - e a elevada concentração do controle, este trabalho contribui para o entendimento dos potenciais conflitos de interesse entre acionistas majoritários e minoritários. Utilizou-se o método de mínimos quadrados ordinários (MQO) e os procedimentos de efeitos fixos (EF) e aleatórios (EA) para um painel formado por 46 companhias listadas resultando em 1.653 observações. Foram encontradas evidências de que as ações ON (com direito a voto) são negociadas com prêmio em relação às PN (sem direito a voto) e de que o prêmio (pelo voto) apresenta leve tendência de alta durante o período. Por fim, em relação aos determinantes, foram encontradas evidências de que o maior grau de proteção aos acionistas minoritários, o tamanho da empresa e a maior proporção de ativos tangíveis (imobilizados) estão negativamente associados ao prêmio pelo voto.
This paper aims to contribute to the discussion about dual-class premium (voting and non-voting shares) and its determinants in Brazil from 2002 to 2014. Considering the disseminated issuance of voting and non-voting shares by Brazilian listed firms – allowing the separation of ownership and control – and concentrated ownership, this paper contributes to the understanding of potencial conflicts of interest between majority and minority shareholders. This paper applies the ordinary least square (OLS) method and the procedures of fixed (FE) and random effects (RE) for a panel of 46 listed companies resulting in 1.653 observations. We found evidence that supports a premium of voting shares over non-voting shares (voting Premium). Furthermore, this premium presented a slight upward trend during the period. Finally, regarding the determinants, we found evidence that higher protection levels of minority shareholders rights, firm’s size and higher proportion of tangible assets are negatively associated to voting premium.

碩士
國立臺灣大學
事業經營法務碩士在職學位學程
107
Since the Dual Class Share Structure formally violates the principle of the Equitable Treatment of Shareholders, some countries have a negative position on this. The Company Act of Taiwan has always adhered to the Equitable Treatment of Shareholders. In practice, the public issued companies in Taiwan are absolutely not allowed to issue shares with different voting rights. However, it can be observed from relevant foreign laws, that most countries have gradually relaxed restrictions on one-to-one rights so as to make the design of equity structure more flexible. I think it is worth thinking deeply about whether the Dual Class Share Structure is applicable to Taiwan. This thesis starts from the Dual Class Share Structure in the United States and Hong Kong. Then, it discusses the legislative evolution, related regulations of the Dual Class Share Structure in Taiwan and some noticeable points about enforcing the Dual Class Share Structure, especially the sunset provision. In the end, this thesis concludes by setting forth, suggestions and prospects of the Company Act of Taiwan based on practical observation.

碩士
國立清華大學
科技法律研究所
105
To maintain the control of corporate is a governance dilemma, especially in the financing process. As a special ownership structure, dual-class share structure has a long history in western countries. Along with china’s internet corporate giants, like Alibaba and Jingdong, have rushed to list on US stock exchange, dual-class share structure started to get Chinese studies and the public’s attention Dual-class share structure originated in the United States. After more than 100 years of prohibitions and struggles, the dual-class share structure eventually formed a mature rule in the United States. It has been widely developed and used around the world. This essay will conduct a legal and history institutional analysis towards the dual-class share structure in United States and Taiwan. China’s company law maintains one vote per share as a mandatory rule nowadays, which means the dual-class share structure was so far not allowed. However, as capital markets developing, there will be more and more market participants whose needs are various, which means Chinese capital market has to make some changes to fit the newest circumstance. This essay analyzes the feasibility of dual-class share structure in China’s market, and explores the possibilities of the changes under the existing legal system. It may define the future direction of Chinese capital markets.

碩士
國立臺北大學
會計學系
107
The world economy has been influenced by financial technology and information data a lot, and the map of industrial supply chain was dramatic changed ever before. Since Alpha Go, developed by Google with deep neural network learning and Big data, shocked the whole world. In the same time, some industries and start-ups have also emerged in Taiwan, benefit from those new technologies, AI(Artificial Intelligence) and Big data. As a financial industry worker, I would like to guide the star-ups to begin with a good start. From this point of view, how to help them framework out the whole picture is the most realistic consideration, and the type of organization is the first step. On July 1, 2015, the Ministry of Economy promulgated the special chapter “Close Company”, in the Section 13 of Chapter V of the Company Act, which aims to breed more and more innovative science and technology in Taiwan. On July 6, 2018, after the adoption of the Amendment to the Company Act on the third reading of the Legislative Yuan, the number of new ventures adopted the type of organization by “Close Company” began to grow rapidly. This study is based on the data “Close Company” published in the website of the Department of Commerce of the Ministry of Economy, and analyzes the feasibility of those “Close Companies” transferred to public offering.

碩士
國立臺北大學
法律學系法律專業組
107
This thesis mainly observes and analyzes the dual-class shares under American law and New Listing Rules of Hong Kong and Singapore and China. After the Company Act revised Article 157, along with Company Act Article 356, allowing companies to issue preferred stock, which can carry multiple votes and use dual-class shares. However, it is still controversial issue in Public Company. In the first part, this thesis introduces the principles of stock structure, and analyzes how to release the agency cost with Control Enhancing Mechanisms. In the second part, this study introduces the legal foundation of the dual-class shares, and the pros and cons of the dual-class shares. The reason why many entrepreneurs and founders prefer the dual-class shares. In the third part, “One-share, one-vote” and “the equitable treatment of shareholders” as fundamental principles of corporate governance, we think it can make corresponding adjustments. In the fourth part, this thesis also analyzes “Xiaomi” Corp, which practice the dual-class structure and was listed in Hong Kong exchange. Under the sufficient protecting mechanism, including the cap of voting rights ratio of dual-class shares and fixed percentage of dual-class shares, forcing the company to establish “sunset clauses” and restrictions on the transfer of multiple voting rights and a clear delineation of multiple voting rights. For example, As the death of multiple voting rights holders, his shares will be converted into “One-share, one-vote”. On the other hand, protecting the rights of investors, strengthen disclosure requirements and corporate governance is necessary. To compliance with review of Taiwan Stock Exchange. Finally, We think the public company with dual-class shares can launch an IPO.

E-commerce in China has grown rapidly in the past 20 years. Two technologies play a crucial role; One is mobile payments, and the other is logistics. With the rapid growth of the industry, several excellent e commerce enterprises emerge at the historic moment. JD is one of the best known companies in the e commerce industry. During the growth period, JD has established much infrastructure, developed logistics and used the low cost marketing strategy to attract customers. This has led to a large amount of external financing for JD. To secure control of JD, the founders adopted a dual class share structure when they first went public in 2014. This paper will focus on the corporate governance issues of JD's dual class share structure and put forward reasonable suggestions for improvement. This paper mainly adopts case analysis and financial analysis method This paper collects the public data of JD since its establishment and conducts business analysis, equity structure analysis, risk analysis and financial analysis on JD. Based on principal agent theory, stakeholder theory and information asymmetry theory, this pa per will further explain the reasons for JD to adopt dual share structure and the influence of adopting this structure.
O comércio eletrônico na China tem crescido rapidamente nos últimos 20 anos. Tanto as tecnologias de pagamento móvel como as de transporte logístico têm desempenhado um papel crucial. Com o rápido desenvolvimento da indústria de comércio eletrônico chinesa, um grupo de excelentes empresas de comércio eletrônico é criado. A JD é um dos líderes das empresas de comércio electrónico. Na fase de crescimento da empresa, a JD preparou-se para construir muitas construções básicas para desenvolver a logística, anexando clientes com uma estratégia de marketing de baixo preço. Isto levou a um grande montante de financiamento externo para a JD. A fim de garantir o poder de controle da JD, seu fundador Liu Qiangdong e sua equipe adotaram estrutura dual share quando se tornou público em 2014. Este documento foca as questões de governança corporativa da estrutura dual share adotadas pela JD, e apresenta sugestões razoáveis de melhorias. Este trabalho adota principalmente métodos de revisão de literatura e análise de casos, e principalmente coleta dados públicos até a data da JD, conduz análises de negócios, estrutura acionária, risco e finanças na JD. Além disso, este documento interpreta melhor as razões e influências da estrutura dual share adoptada pela JD, de acordo com a teoria do agente principal, teoria das partes interessadas e teoria da assimetria de informação.

碩士
國立中央大學
產業經濟研究所
104
With the changing and booming development of the modern technology and the rapid economic, the way of business shall be adjusted to be more flexible and open in order to maintain the competitiveness of the business. However, the traditional shareholder right is placed too much emphasis on the formal principle of shareholder equality, which is far too rigid and outdated under the current legal system . This paper argues that, under the principle of contractual freedom and the investor responsible for the actions themselves, the competent authorities should not unduly interfere with the equity trading design of the shareholders and the company, unless there’s detrimental to the public interest or significant impact to the interests of shareholders. After the breakthrough of the rigid, traditional and formal principle of shareholder equality, the design of the equity can be different from the principle of “one share, one vote (OSOV)” , and such design is called “dual-class shares” structure. Dual-class shares structure is still a controversial system, so this paper introduces the origin, the development, the basic theory, the application, and the pros and cons of the system, to make the reader recognize the system and give the proper evaluation. 　　In regards to the evaluation of the adoption of dual-class shares structure of the operators of corporation, in Williams v. Geier case, it was not recognized as that the operators of corporation breach the fiduciary duty for violating the principle of “one share, one vote (OSOV)”,but was reviewed on the different aspects respectively. As for the issue that whether dual-class shares structure is beneficial to shareholders, it should take the economic interests, the interests of voting right, the quality of shareholders consent and judicial review into account by case. And the case of Google Inc. issuing Class C Shares (GOOG stock) is worth considering. Also, this paper describes and analyzes Alibaba Partnership system as a reference for Taiwan to review the law. Finally, as a conclusion , there’s no sufficient legitimacy to prohibit the dual-class shares structures in theory, but it is still not suitable for Taiwan’s stock market in real to allow the adoption of dual-class shares structure. However, it may be a goal to open it in the future.

Inledning: Huruvida insynsägande påverkar finansiell prestation är ett beforskat område där tidigare studier kommit fram till olika slutsatser. Utifrån agentteorin torde insynsägande ha en positiv påverkan på finansiell prestation, utifrån entrenchment-teorin torde insynsägande påverka finansiell prestation negativt i och med ökad makt. Samtidigt utifrån stewardship-teorin torde det inte finnas en relation mellan insynsägande och finansiell prestation. Syfte: Syftet med uppsatsen är att analysera sambandet mellan insynsägande och finansiell prestation i svenska bolag vilka präglas av en hög förekomst av aktier med skilda röstvärden och en hög ägarkoncentration. Vidare är syftet att teoretiskt förklara de resultat som framkommer i denna uppsats för att redogöra för vilka befintliga teorier inom området som kan appliceras i en svensk kontext. Metod: För analysera sambandet mellan insynsägande och finansiell prestation i svenska bolag har uppsatsen tagit en kvantitativ ansats med ett deduktivt synsätt där teori har testats genom en panelregression innehållande 300 observationer. Slutsats: Uppsatsens resultat påvisar att sambandet mellan insynsägande och finansiell prestation, operationaliserat som Tobin's Q, tar sitt uttryck som ett inverterat U. I spannet 0 till 37,75 procent insynsägande finner vi stöd för en alignment-effekt samtidigt som vi finner stöd för entrenchment-effekten vid nivåer av insynsägande över brytpunkten på 37,75 procent. Vidare finner vi inget stöd för stewardship-teorin. Den brytpunkt som noterats i svenska bolag är lägre än den brytpunkt som påvisats i länder så som USA och Storbritannien. Förklaringen till detta kan vara den höga prevalensen av aktier med skilda röstvärden och den höga ägarkoncentration som präglar svenska företag.
Introduction: Whether Managerial Ownership affects financial performance is an area of research where previous studies have come to different conclusions. Based on Agency Theory, Managerial Ownership should have a positive impact on financial performance, and based on Entrenchment Theory, Managerial Ownership should have a negative impact on financial performance due to increased power. At the same time, based on Stewardship Theory, there should not be a relationship between Managerial Ownership and financial performance. Purpose: The purpose of the essay is to analyze the relationship between Managerial Ownership and financial performance in Swedish companies, which are characterized by a high prevalence dual-class shares and a high ownership concentration. Furthermore, the purpose is to theoretically explain the results that appear in the essay to explain what existing theories in the field that can be applied in a Swedish context. Method: To analyze the relationship between Managerial Ownership and financial performance in Swedish companies, the essay has taken a quantitative and deductive approach where theory has been tested through a panel regression containing 300 observations. Conclusion: The essays results show that the relationship between Managerial Ownership and financial performance, operationalized as Tobin's Q, takes its expression as an inverted U. In the range 0 to 37.75 percent Managerial Ownership we find support for an alignment effect while also finding support for an entrenchment effect at levels of Managerial Ownership above the inflection point of 37.75 percent. Furthermore, we find no support for Stewardship Theory. The inflection point noted in Swedish companies is lower than the inflection points detected in countries such as the US and the UK. The explanation for this may be the high prevalence of dual-class shares and the high ownership concentration that characterizes Swedish companies.