The Board of Directors and Dual-Class Recapitalizations
研究选择双重股权结构资本重组的公司特征，发现董事会构成能解释公司是倾向于提升股东利益还是管理层固守职位。
There are two conflicting hypotheses regarding the effect of dual-class recapitalizations. One holds that the shareholders with voting rights improve the position of all shareholders because of their ability to negotiate a better takeover price. The other contends that the recapitalization can be used by management to entrench themselves in a takeover situation. This study examines the characteristics of the firms that choose dual-class recapitalizations and shows that both types of behavior are evident and that the composition of the board explains which type of behavior a firm is likely to exhibit.