Shareholder dispersion raises two related issues – the possible emergence of a control premium and how to protect minority shareholders from collusion between managers and controlling shareholders.
The growing size of firms requires an ever growing dispersion of shareholders and it becomes impossible or risky for a single investor to control 50% +1 of the votes. For instance, in 2015, the largest strategic shareholder (Mitchell’s Michael Kent) in the smallest cap constituent of the S&P 100 index - Devon Energy Corp – owned only 5.07% of the company, less than the 5.46% owned by The Vanguard Group which caters for retail investors. Moreover, the top 10 investors owned jointly less than 32%, while overseas investors from 30 different countries owned 28%.
So, since individual shareholders or groups of controlling shareholders often own less than 50% of the votes, it is normal that such control might be challenged by other investors, thus creating a market for company control. Of course, this requires the existence of an advantage in controlling a company sufficiently large to justify a so-called control premium.
Why should there be any advantage in being part of the control group if trading on insider information is forbidden and management has to treat all shareholders fairly? Finance literature usually explains such interest in terms of governance to discipline the incumbent management more efficiently than through internal control systems.
The assumption underlying such reasoning is that the influence it gives to controlling shareholders in terms of nominating and compensating managers following policies aligned to their interest is offset by a strong discipline preventing managers and controlling shareholders from engaging in tunneling and abuse of non-controlling shareholders.
Yet, even in large markets, like the USA where it is possible to have a lively takeover market, most of the takeover deals are driven by short term financial profits secured through buyout and arbitrage strategies, often at odds with the interest of long term investors. Moreover, even where the judiciary can be relied upon to prevent corporate raiders from expropriating the target’s resources there are still circumstances when some categories of investors can collude with management.
Elsewhere, Mendes (2011), I examined why trade investors may collude with managers to vote for star-like compensation, lowering the return to other investors which lack any self-interest market mechanism to prevent such predatory behavior. In the case of trade investors the materiality and scope for collusion depends on the possibilities to switch suppliers, their relative size and the greed of management. So, the question now is to discuss if it is possible to correct such inefficiency through regulation.
The simplest way to regulate is to impose limits on the ownership of major suppliers, to limit their rights or a combination of both. The first could be easily defined but it can be easily evaded. In particular, for suppliers of financial services, such limits could be easily circumvented by investing indirectly through investment funds managed by them.
Limiting the voting rights of trade investors who are major suppliers is probably a better solution. It does not disrupt arms-length trading relations and it is easily enforced. The only debatable issues would be about the classification of trade investor and the voting restrictions. Beyond the traditional restrictions on voting in related-party transactions, restrictions should cover voting for the election of management and their remuneration, but they could extend to voting in the governance and auditing committees.
Nevertheless, regulation always has its own costs, which cannot be disregarded lightly. In particular, discouraging trade investors may have its costs in terms of business intelligence and synergies.
Still, overall, I believe that easing takeover regulations and limiting the voting rights of trade investors are market perfecting policies, contributing to true market capitalism and the protection of minority shareholders.
Showing posts with label minority rights. Show all posts
Showing posts with label minority rights. Show all posts
Wednesday, 2 December 2015
Monday, 24 August 2015
Capitalism without democracy?
Is capitalism indifferent to the form of government? Not in its pure form of market capitalism.
Just like competition and free markets are indispensable for economic success, democracy and freedom are essential for a good system of government and the rule of law. For this reason, capitalism and democracy are often said to go hand in hand.
Yet, there are some on the right and left who still believe the opposite. Some take such view on the basis of a mistaken interpretation of democracy and capitalism, while others simply dislike the outcomes of both systems.
Democracy is “Government of the people, by the people, for the people”. This form of government is achieved through majority rule by people's representatives, subject to the constitutional separation of powers and the rights of the minorities, who are elected periodically on the basis of one person one vote.
The alternatives to democracy can be gathered into two groups – totalitarian and authoritarian. Totalitarian regimes are typically governed by a despot or a small group of leaders, invoking an ideology or religion as the general basis for all aspects of life, where any form of opposition is brutally repressed. Authoritarian regimes are a softer version with less dogmatism in terms of ideology or creed, and granting some level of economic and religious freedom as long as their personal enrichment and hold on power is not challenged.
Former examples of totalitarian regimes include Nazi Germany and Stalin’s USSR, while living examples can be found now in countries like North Korea and Saudi Arabia. Today, the classification as totalitarian or authoritarian in countries like Iran, Russia or China is controversial.
For instance, the classification within a given category is not indifferent to the regime evolution, and in this sense one may say that China is moving towards an authoritarian regime while Russia is moving towards a totalitarian system, although, objectively, now there is still more freedom in Russia than in China. Likewise, the distinction between democratic and authoritarian regimes is also controversial in countries like Singapore.
In fact, nowadays, authoritarian and totalitarian regimes do not follow an open anti-capitalist ideology and may even portray as strong capitalist supporters, as long as their rule is not challenged.
The two standard yardsticks to judge the evolution of a political regime are the direct state involvement in the economy and the exercise of civic freedoms under the rule of law. These do not necessarily preclude regimes with strong leaders or with one-party long-term dominance.
However, these inevitably end up creating a self-perpetuating elite that will oppose any competition. To overcome such danger the pursuit of liberalism constitutes an important antidote to preserve both capitalism and democracy.
Indeed representative democracy and capitalism share similar problems in terms of governance. As sometimes I remind my students, there is a remarkable similitude between shareholders and electors. For instance, elections are the equivalent of the shareholders annual meeting, asset managers are similar to political parties, the board of directors resembles the parliament, and the executive officers the government while the senior managers are like the top civil servants.
Therefore, they share similar challenges. For instance, in terms of representation, the need to avoid a divorce between the electors and the elected is analogous to the separation between shareholders and management. Likewise, the rise of self-perpetuating insider elites in political parties is similar to that found in the selection of company board members.
Not surprisingly, the false alternatives to representative democracy, namely direct and “guided” democracy, have an equivalent in the attempts to extend voting rights to non-shareholders and on collusion to adopt rules restricting voting rights.
In conclusion, capitalism and democracy are two distinct but mutually-reinforcing systems. When in pursuit of their true form – market capitalism and representative democracy – they are inseparable. Temporary moves away from any one of them is only possible for short periods or under perverse forms of capitalism.
Just like competition and free markets are indispensable for economic success, democracy and freedom are essential for a good system of government and the rule of law. For this reason, capitalism and democracy are often said to go hand in hand.
Yet, there are some on the right and left who still believe the opposite. Some take such view on the basis of a mistaken interpretation of democracy and capitalism, while others simply dislike the outcomes of both systems.
Democracy is “Government of the people, by the people, for the people”. This form of government is achieved through majority rule by people's representatives, subject to the constitutional separation of powers and the rights of the minorities, who are elected periodically on the basis of one person one vote.
The alternatives to democracy can be gathered into two groups – totalitarian and authoritarian. Totalitarian regimes are typically governed by a despot or a small group of leaders, invoking an ideology or religion as the general basis for all aspects of life, where any form of opposition is brutally repressed. Authoritarian regimes are a softer version with less dogmatism in terms of ideology or creed, and granting some level of economic and religious freedom as long as their personal enrichment and hold on power is not challenged.
Former examples of totalitarian regimes include Nazi Germany and Stalin’s USSR, while living examples can be found now in countries like North Korea and Saudi Arabia. Today, the classification as totalitarian or authoritarian in countries like Iran, Russia or China is controversial.
For instance, the classification within a given category is not indifferent to the regime evolution, and in this sense one may say that China is moving towards an authoritarian regime while Russia is moving towards a totalitarian system, although, objectively, now there is still more freedom in Russia than in China. Likewise, the distinction between democratic and authoritarian regimes is also controversial in countries like Singapore.
In fact, nowadays, authoritarian and totalitarian regimes do not follow an open anti-capitalist ideology and may even portray as strong capitalist supporters, as long as their rule is not challenged.
The two standard yardsticks to judge the evolution of a political regime are the direct state involvement in the economy and the exercise of civic freedoms under the rule of law. These do not necessarily preclude regimes with strong leaders or with one-party long-term dominance.
However, these inevitably end up creating a self-perpetuating elite that will oppose any competition. To overcome such danger the pursuit of liberalism constitutes an important antidote to preserve both capitalism and democracy.
Indeed representative democracy and capitalism share similar problems in terms of governance. As sometimes I remind my students, there is a remarkable similitude between shareholders and electors. For instance, elections are the equivalent of the shareholders annual meeting, asset managers are similar to political parties, the board of directors resembles the parliament, and the executive officers the government while the senior managers are like the top civil servants.
Therefore, they share similar challenges. For instance, in terms of representation, the need to avoid a divorce between the electors and the elected is analogous to the separation between shareholders and management. Likewise, the rise of self-perpetuating insider elites in political parties is similar to that found in the selection of company board members.
Not surprisingly, the false alternatives to representative democracy, namely direct and “guided” democracy, have an equivalent in the attempts to extend voting rights to non-shareholders and on collusion to adopt rules restricting voting rights.
In conclusion, capitalism and democracy are two distinct but mutually-reinforcing systems. When in pursuit of their true form – market capitalism and representative democracy – they are inseparable. Temporary moves away from any one of them is only possible for short periods or under perverse forms of capitalism.
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