Agency Problems at Dual‐Class Companies
研究美国双重股权公司中，内部人投票权与现金流权分离如何加剧管理层攫取私人控制权收益，导致现金价值降低、薪酬过高、并购损害股东价值等问题。
ABSTRACT Using a sample of U.S. dual‐class companies, we examine how divergence between insider voting and cash flow rights affects managerial extraction of private benefits of control. We find that as this divergence widens, corporate cash holdings are worth less to outside shareholders, CEOs receive higher compensation, managers make shareholder value‐destroying acquisitions more often, and capital expenditures contribute less to shareholder value. These findings support the agency hypothesis that managers with greater excess control rights over cash flow rights are more prone to pursue private benefits at shareholders’ expense, and help explain why firm value is decreasing in insider excess control rights.