Benefits and Costs of Control-Enhancing Mechanisms in U.S. Family Firms

Benefits and Costs of Control-Enhancing Mechanisms in U.S. Family Firms

Belen Villalonga, Raphael Amit

Series number :

Serial Number: 
131/2006

Date posted :

July 01 2006

Last revised :

December 21 2011
SSRN Suggested citation Download this paper Open PDF Share

Keywords

  • Family • 
  • control • 
  • dual • 
  • pyramids • 
  • coalitions • 
  • voting

In large U.S. corporations, founding families are the only blockholders whose control rights on average exceed their cash flow rights. We analyze how families achieve this separation between cash-flow and control rights, and at what cost.

We find that indirect ownership through trusts, foundations, limited partnerships, and other corporations is prevalent but rarely creates a wedge between cash-flow and control rights. The primary sources of the wedge are dual-class stock and voting agreements. Additional control is frequently obtained through board representation in excess of voting control, and through the presence of a family member as CEO or Chairman of the Board. We also find that the impact of control-enhancing mechanisms on firm value depends on the specific mechanism used: the effect is negative for dual-class stock and disproportional board representation, but positive for pyramids and voting agreements.

Authors

Real name: 
Raphael Amit