Corporate Control
Speaker(s)
Professor of Finance and the Goldschmidt Professor of Corporate Governance
Discussant(s)
Francesco Gianni
Institutional investors generally oppose dual class share structures and tenure voting because they make corporate control uncontestable. In contrast, control enhancing mechanisms can prevent “amoral drift”; incumbents can pursue socially desirable actions that do not maximise shareholder without the threat of a hostile takeover or loosing board control. Should “pro-social” investors promote the use of dual-class shares? Should institutional shareholder have counterveiling powers, like representation on the nominations committee or voting lists?