Voting Power, Control Rents and Corporate Governance: An Integrated Analysis of Owner Control and Corporate Governance

Author(s):  
Ying Hong Chen
Author(s):  
Anita Indira Anand

This introductory chapter provides an overview of shareholder-driven corporate governance (SCG). SCG is a broad-based analytical concept that refers to the trend in corporate governance whereby shareholders participate in the governance reforms that public corporations adopt. Participation is defined broadly: it does not merely refer to increases in shareholders’ direct voting power; rather, it encompasses reforms that reduce opportunities for managerial entrenchment (boards and management alike) that generally increase the ability of shareholders to become involved in the day-to-day operation of the business. After setting forth the framework for analyzing shareholders’ role in today’s corporation, the chapter outlines the distinctive features of SCG, such as majority voting and proxy access. It also looks at differences in governance regimes across a number of countries and the impact of these differences on shareholders’ interests.


2007 ◽  
Vol 4 (3) ◽  
pp. 196-209
Author(s):  
Shmuel Hauser ◽  
Rami Yosef ◽  
Ora Solomon ◽  
Ita Schohat ◽  
Yael Tanhuma

This paper examines how profitability, dividend policy and the corporate governance of closely-held companies are related to executive compensation. The main finding is that that in spite of the fact that controlling shareholders, and the executives they nominate to represent them, have the ability to exploit firms’ resources at the expense of minority shareholders, their incentive to do so is lower when their ownership exceeds 75% of the voting power. Specifically, in closely-held firms in which the controlling shareholders hold more than 50% and less than 75%, the incentive to prefer higher compensation and avoid paying dividends is greater than that in companies in which major shareholders hold more then 75% of the firm’s equity. For the latter, since they the vast majority of firm’s shares is held by them, the firm is to a large extent more private than public. In such case, the incentive to exploit minority shareholders is small. Indeed, in companies in which the voting power of controlling shareholders exceeds 75%, their profits are higher, the compensation paid to their executive is lower, and they appear to have the tendency to share more dividends in comparison with other companies


2012 ◽  
Author(s):  
A.M.I Lakshan ◽  
W.M.H.N. Wijekoon

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