The Board of Directors and Dual-Class Recapitalizations

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.