美国家族企业如何被控制?

How Are U.S. Family Firms Controlled?

Review of Financial Studies · 2008
被引 476
人大 AFT50UTD24ABS 4*

中文导读

研究发现美国家族企业主要通过双重股权、董事会超额代表和投票协议来使控制权超过现金流权,且不同机制对价值影响不同,表明美国大股东与公众股东间的代理冲突与其他国家同样重要。

Abstract

In large U.S. corporations, founding families are the only blockholders whose control rights on average exceed their cash-flow rights. We analyze how they achieve this wedge, and at what cost. Indirect ownership through trusts, foundations, limited partnerships, and other corporations is prevalent but rarely creates a wedge (a pyramid). The primary sources of the wedge are dual-class stock, disproportionate board representation, and voting agreements. Each control-enhancing mechanism has a different impact on value. Our findings suggest that the potential agency conflict between large shareholders and public shareholders in the United States is as relevant as elsewhere in the world. The Author 2008. Published by Oxford University Press on behalf of The Society for Financial Studies. All rights reserved. For Permissions, please e-mail: journals.permissions@oxfordjournals.org., Oxford University Press.

家族企业控制权增强机制控制权与现金流权分离双重股权结构