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Long Term Changes in Voting Power and Control Structure following the Unification of Dual Class Shares

Author

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  • Lauterbach, Beni
  • Yafeh, Yishay
Abstract
We follow the evolution of ownership structure in a sample of 80 Israeli companies that unified their dual-class shares in the 1990s, and compare it with a control sample of firms that maintained their dual share structure at least until 2000. Our main findings are as follows. First, controlling shareholders offset the dilution of voting rights they incurred upon unification by: 1) increasing their holdings prior to the unification (ex-ante preparation), and 2) by buying shares afterwards; by the end of the sample period their voting power was only marginally lower than in the control sample. This suggests that marginal voting rights are important to controlling shareholders even beyond the 50% threshold. Second, share unifications were not associated with much change in the identity of controlling shareholders. Third, the proportion of firms affiliated with pyramidal business groups in the sample of unifying firms was lower than in the population of listed firms as a whole and not different from that in the control sample, suggesting that pyramidal ownership structures did not replace dual class shares. Finally, unifying firms did not exhibit a substantial improvement in their performance and valuation in comparison with the control sample. We conclude that the regulatory attempt to enforce one share-one vote yielded, at best, a minor improvement in corporate governance.

Suggested Citation

  • Lauterbach, Beni & Yafeh, Yishay, 2009. "Long Term Changes in Voting Power and Control Structure following the Unification of Dual Class Shares," Institutions and Markets Papers 55833, Fondazione Eni Enrico Mattei (FEEM).
    • Handle: RePEc:ags:feemim:55833
    DOI: 10.22004/ag.econ.55833
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    References listed on IDEAS

    as
    1. Mike Burkart & Samuel Lee, 2008. "One Share - One Vote: the Theory," Review of Finance, European Finance Association, vol. 12(1), pages 1-49.
    2. 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.
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    Cited by:

    1. Luis Alfonso Dau & Randall Morck & Bernard Yin Yeung, 2021. "Business groups and the study of international business: A Coasean synthesis and extension," Journal of International Business Studies, Palgrave Macmillan;Academy of International Business, vol. 52(2), pages 161-211, March.
    2. 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.
    3. 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.
    4. Ting Li & Nataliya Zaiats, 2018. "Corporate governance and firm value at dual class firms," Review of Financial Economics, John Wiley & Sons, vol. 36(1), pages 47-71, January.
    5. 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.
    6. 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.
    7. Claessens, Stijn & Yurtoglu, B. Burcin, 2013. "Corporate governance in emerging markets: A survey," Emerging Markets Review, Elsevier, vol. 15(C), pages 1-33.

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    More about this item

    Keywords

    Financial Economics;

    JEL classification:

    • G30 - Financial Economics - - Corporate Finance and Governance - - - General
    • G32 - Financial Economics - - Corporate Finance and Governance - - - Financing Policy; Financial Risk and Risk Management; Capital and Ownership Structure; Value of Firms; Goodwill

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