基于任期的投票权是否有助于缓解家族企业控制与增长的困境?

Do tenure‐based voting rights help mitigate the family firm control‐growth dilemma?

STRATEGIC MANAGEMENT JOURNAL · 2024
被引 9
人大 AFT50UTD24ABS 4*

中文导读

研究了意大利上市公司采用基于任期的投票权(TVR)如何帮助家族企业在不失去控制权的情况下继续投资增长,并发现TVR能缓解控制与增长的矛盾,对家族股东和外部股东都有利。

Abstract

Abstract Research Summary Investment growth in family firms is constrained by family preferences to retain corporate control, which limits outside equity issuance and increases the expropriation risk perceived by external minority shareholders. Tenure‐based voting rights (TVRs) weaken the link between voting rights and cash flow rights, facilitating new equity capital issuance without loss of control. We find that publicly listed family firms in Italy adopt TVRs to facilitate the continuation of investment growth while retaining family control. We also find that in family firms with fragile control, investment increases after TVR adoption. Our results indicate that control‐enhancing mechanisms such as TVRs can help resolve the control–growth dilemma in family firms. Managerial Summary Family firms tend to invest less than other firms because funding new investment can lead to loss of family control. Tenure‐based voting rights (TVRs) reinforce the control of qualifying family shareholders, giving them extra shareholder voting power. Deviation from the one‐share‐one‐vote principle is generally regarded as detrimental to outside shareholders' interests. However, we find that TVR‐adopting Italian family firms invest more, pay higher dividends, are more profitable and have more outside shareholders on the board of directors. In other words, violation of the one‐share‐one‐vote rule using TVRs can benefit both family owners and outside shareholders. Policymakers could consider whether TVRs can help in promoting economic growth, especially in countries where family firms are important.

公司治理家族企业投票权股权结构