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June 20, 2013
Article

The Tyranny of Minority Shareholders

By: Josh Baron and Henry Foley

The article discusses challenges arising from minority ownership in the context of the proposed Empire State Building IPO. It emphasizes the complexities that minority shareholders can introduce in business decisions when families take their assets public. The article... View Details

Keywords: Business and Shareholder Relations; Ownership; Family Ownership; Corporate Governance; Power and Influence

28 Apr 2003
Research & Ideas

Shareholders Key to Corporate Reform

correct the underlying weaknesses. When it comes to corporate governance, for too long we have relied on the first approach. It's time to take a deeper look, see where the stressors in the system lie, and commit to structural reforms. In... View Details

Keywords: by Cynthia A. Montgomery & Rhonda Kaufman

09 Jun 2010
Working Paper Summaries

Agency Costs, Mispricing, and Ownership Structure

Keywords: by Sergey Chernenko, C. Fritz Foley & Robin Greenwood

05 Mar 2008
Working Paper Summaries

Board of Directors’ Responsiveness to Shareholders: Evidence from Shareholder Proposals

Keywords: by Yonca Ertimur, Fabrizio Ferri & Stephen R. Stubben

Article

Agency Costs, Mispricing, and Ownership Structure

By: Sergey Chernenko, C. Fritz Foley and Robin Greenwood

Standard theories of corporate ownership assume that because markets are efficient, insiders ultimately bear all agency costs that they create and therefore have a strong incentive to minimize conflicts of interest with outside investors. We argue that if equity is... View Details

Keywords: Business and Shareholder Relations; Ownership; Conflict of Interests; Investment; Valuation

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April 2011
Article

Ownership Structure and the Cost of Corporate Borrowing

By: Chen Lin, Yue Ma, Paul Malatesta and Yuhai Xuan

This article identifies an important channel through which excess control rights affect firm value. Using a new, hand-collected data set on corporate ownership and control of 3,468 firms in 22 countries during the 1996-2008 period, we find that the cost of debt... View Details

Keywords: Borrowing and Debt; Cash Flow; Cost; Financing and Loans; Governance Controls; Ownership Stake; Business and Shareholder Relations

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August 2013
Article

Corporate Ownership Structure and the Choice Between Bank Debt and Public Debt

By: Chen Lin, Yue Ma, Paul Malatesta and Yuhai Xuan

This paper examines the relation between a borrowing firm's ownership structure and its choice of debt source using a novel, hand-collected data set on corporate ownership, control, and debt structures for 9,831 firms in 20 countries from 2001 to 2010. We find that the... View Details

Keywords: Governance; Ownership; Borrowing and Debt; Corporate Finance

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March 2018 (Revised January 2021)
Case

China Vanke: Battle for Control (A)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

In June 2016, the board of China Vanke, one of China’s largest and best-known private residential real estate developers, must vote on a proposed acquisition that is opposed by its largest shareholders, state-owned China Resources Co. and the lesser-known property... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

August 2022
Case

One Tiger Per Mountain: The He Family Office

By: Lauren Cohen, Fei Wu and Grace Headinger

Roy He, founder and majority shareholder of his family construction material production company, was preparing to pass down the family business through its first generational handover to his children. His decision would establish his familial legacy and set a precedent... View Details

Keywords: Governance Structure; Family Business; Family Ownership; Strategic Planning; Family and Family Relationships; Leadership; Construction Industry; Canton (city, China); Canton (province, China); China

March 2018
Supplement

China Vanke: Battle for Control (C)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

Baoneng calls for the removal of China Vanke's board of directors, citing as reasons the directors' mishandling of the Shenzhen Metro proposal as well as the company's various breaches of corporate governance requirements. Vanke defends itself against Baoneng's... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

March 2018
Supplement

China Vanke: Battle for Control (B)

By: Lynn S. Paine, Charles C.Y. Wang, Dawn H. Lau and Anthony K. Woo

China Resources expresses disagreement over the validity of the results of the board vote as announced by China Vanke. It further raises objections to Vanke's handling of the announcement as well as reiterates its doubts about the strategic rationale of the proposed... View Details

Keywords: China Vanke; China Resources; Hostile Takeover; Board Of Directors; Shareholding Structure; Shareholder Rights; Asset Restructuring; Corporate Governance; Governing and Advisory Boards; Valuation; Business and Shareholder Relations; Real Estate Industry; China

Summer 2015
Article

The Effect of Delaware Doctrine on Freezeout Structure and Outcomes: Evidence on the Unified Approach

By: Fernan Restrepo and Guhan Subramanian

Historically, Delaware corporate law provided different standards of judicial review for buyouts by controlling shareholders (also known as "freezeouts") based on what transactional form was used: deferential business judgment review for freezeouts executed as tender... View Details

Keywords: Laws and Statutes; Business and Shareholder Relations; Delaware

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December 2016
Article

Deal Process Design in Management Buyouts

By: Guhan Subramanian

Management buyouts (MBOs) are an economically and legally significant class of transaction: not only do they account for more than $10 billion in deal volume per year, on average, but they also play an important role in defining the relationship between inside and... View Details

Keywords: Management Buyout; Deal Structuring; Acquisition; Design; Fairness

2021
Working Paper

Governance Transparency and Firm Value: Evidence from Korean Chaebols

By: Akash Chattopadhyay, Sa-Pyung Sean Shin and Charles C.Y. Wang

We examine Korean business groups' transition from circular-shareholding structures to (relatively simple) pyramidal-shareholding structures between 2011 and 2018. When firms were removed from ownership loops, chaebol families' control or incentive conflicts in them... View Details

Keywords: Business Groups; Cross Shareholding; Circular Shareholding; Pyramidal Ownership; Governance Transparency; Ownership Transparency; Earnings Response Coefficient; Business Conglomerates; Corporate Governance; Valuation; Business Earnings

March 2016 (Revised May 2021)
Case

Michael Milken: The Junk Bond King

By: Tom Nicholas and Matthew G. Preble

Michael Milken, an investment banker who dominated the junk bond market in the 1980s, was sentenced to jail in 1990 after pleading guilty to a number of securities and tax-related felonies. In the preceding decade, Milken had helped usher in a new wave of leveraged buy... View Details

Keywords: Junk Bonds; High-yield Bonds; Financial Innovation; Shareholder Value; Bonds; Capital; Capital Structure; Cost of Capital; Crime and Corruption; Entrepreneurship; Ethics; Finance; Investment Banking; Leveraged Buyouts; Mergers and Acquisitions; Ownership; Private Equity; Restructuring; United States

October 2013 (Revised September 2014)
Case

The TELUS Share Conversion Proposal

By: Lucy White, Benjamin C. Esty and Lisa Mazzanti

On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details

March 2014 (Revised May 2014)
Teaching Note

The TELUS Share Conversion Proposal

By: Lucy White and Benjamin C. Esty

On February 21, 2013, TELUS announced a proposal to convert the firm's non-voting shares into voting shares on a one-to-one basis, thereby eliminating the firm's dual class structure. Shareholders were scheduled to vote on the proposal at the firm's annual general... View Details

November 2018
Case

Governance Transition at Anadolu Group

By: Paul M. Healy and Esel Y. Cekin

Kamil Yazici and Izzet Ozilhan founded and built Anadolu Group Holding—a family business that grew into a multi-billion-dollar regional powerhouse. For 57 years they were equal partners in running the company. They then handed over a leadership role to a next... View Details

February 2015 (Revised April 2015)
Case

The Board of Directors at Market Basket

By: Jay W. Lorsch and Emily McTague

The firing of Market Basket CEO Arthur T. Demoulas by his cousin, Arthur S. Demoulas, and directors affiliated with him set off employee protests throughout the grocery store chain. Industry specialists estimated that Market Basket was losing close to ten million... View Details

Keywords: Organizational Behavior; Shareholder Votes; Board Of Directors; Board Dynamics; Board Decisions; Boards; Grocery; Organizational Culture; Organizational Structure; Business and Shareholder Relations; Corporate Governance; Food and Beverage Industry; New England

September 2018
Supplement

From Beirut With Love (B): The Last Judgment

By: Christina R. Wing, Esel Y. Cekin and Samer Al-Rachedy

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