| 来源类型 | Working Paper |
| 规范类型 | 报告 |
| DOI | 10.3386/w2347 |
| 来源ID | Working Paper 2347 |
| One Share\/One Vote and the Market for Corporate Control | |
| Sanford J. Grossman; Oliver D. Hart | |
| 发表日期 | 1987-08-01 |
| 出版年 | 1987 |
| 语种 | 英语 |
| 摘要 | A corporation's securities provide the holder with particular claims on the firm's income stream and particular voting rights. These securities can be designed in various ways: one share of a particular class may have a claim to votes which is disproportionately larger or smaller than its claim to income. In this paper we analyze some of the forces which make it desirable to set up the corporation so that all securities have the same proportion of votes as their claim to income ("one share/one vote"). We show that security structure influences both the conditions under which a control change takes place and the terms on which it occurs. First, the allocation of voting rights to securities determines which securities a party must acquire in order to win control. Secondly, the assignment of income claims to the same securities determines the cost of acquiring these voting rights. We will show that it is in shareholders' interest to set the cost of acquiring control to be as large as possible, consistent with a control change occurring whenever this increases shareholder wealth. Under certain assumptions, one share/one vote best achieves this goal. We distinguish between two classes of benefits from control: private benefits and security benefits. The private benefits of control refer to benefits the current management or the acquirer obtain for themselves, but which the target security holders do not obtain. The security benefits refer to the total market value of the corporation's securities. The assignment of income claims to voting rights determines the extent 'to which an acquirer must face competition from parties who value the firm for its security benefits rather than its private benefits. |
| 主题 | Financial Economics |
| URL | https://www.nber.org/papers/w2347 |
| 来源智库 | National Bureau of Economic Research (United States) |
| 引用统计 | |
| 资源类型 | 智库出版物 |
| 条目标识符 | http://119.78.100.153/handle/2XGU8XDN/559602 |
| 推荐引用方式 GB/T 7714 | Sanford J. Grossman,Oliver D. Hart. One Share\/One Vote and the Market for Corporate Control. 1987. |
| 条目包含的文件 | ||||||
| 文件名称/大小 | 资源类型 | 版本类型 | 开放类型 | 使用许可 | ||
| w2347.pdf（725KB） | 智库出版物 | 限制开放 | CC BY-NC-SA | 浏览 | ||
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