In the UK Listing Review it is suggested that the London Stock Exchange should allow companies with dual class share (DCS) structures with differentiated voting rights to list on the Premium segment. In this paper, we discuss this proposal. First, we present an overview of the DCS-debate...

This note presents my position regarding the hidden ownership schemes currently employed by the Schaeffler group to build up stakes in Continental AG in preparation for an unsolicited surprise cash-bid for Continental's shares. It summarizes the information publicly available on the Schaeffler /...

Modern perceptions of good corporate governance assume that the general meeting has a meaningful role in the governance of listed companies and that shareholders make responsible use of their voting rights. Assessments after the financial crisis, however, indicate that institutional investors by...

This study investigates how controlling shareholders fraudulently extracted firm value via cash tunnelling from Chinese companies from 1998 to 2011. The evidence suggests that expropriating owners choose a balance sheet account that is not directly related to the firm's operating business in...

Vital in preserving managerial accountability, the firmly established one share, one vote rule provides shareholders with limited rights to elect directors who appoint managers and to approve certain extraordinary transactions. Without the deterrents of risk of capital loss and fear of removal,...

Using hand-collected data of bank loans and CEO turnovers in China, we investigate whether common ownership compromises creditors’ governance role when borrowers underperform. Unlike prior literature on the overall lack of bank monitoring on state-owned enterprises (SOEs) in China, we argue...

This article brings into focus the impact of employee buyouts on corporate governance ten years after the large-scale privatization in Russia. The analysis shows that although employee buyouts have helped to reduce unemployment and prevent major social conflicts, it otherwise had a negative...

We explore Time-Phased Voting (“TPV”), an arrangement in which long-term shareholders receive more votes per share than short-term shareholders. TPV has gained prominence in recent years as a proposed remedy for perceived corporate myopia. We begin with theory, situating TPV relative to...

Pichhadze (2010) introduced the Market Oriented Blockholder Model (MOBM) as properly describing the ownership pattern in the American equity markets. Under the model, the emerging blockholder in the American equity markets is the institutional investor (II). This poses a challenge to the...

In the late nineteenth century Britain had almost no mandatory shareholder protections, but had very developed financial markets. We argue that private contracting between shareholders and corporations meant that the absence of statutory protections was immaterial. Using circa 500 articles of...