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Articles 1 - 3 of 3
Full-Text Articles in Law
Private Ownership At A Public Crossroads: Studying The Rapidly Evolving World Of Corporate Ownership, Ira M. Millstein Center For Global Markets And Corporate Ownership
Private Ownership At A Public Crossroads: Studying The Rapidly Evolving World Of Corporate Ownership, Ira M. Millstein Center For Global Markets And Corporate Ownership
Ira M. Millstein Center for Global Markets and Corporate Ownership
Capital formation in the United States is currently in the midst of a significant transition with largely unexplored consequences for the ownership and control of American business, as well as significant implications for the future of the public equity markets. Although public equity markets remain vast and important, they are no longer the primary source of capital for business formation and growth. Increasingly, capital for business formation and growth is being raised — and held — privately from a relatively new set of institutional investors (most importantly, venture capital and private equity funds). As a result, ownership and control over …
Insulation By Separation: When Dual-Class Stock Met Corporate Spin-Offs, Young Ran Kim, Geeyoung Min
Insulation By Separation: When Dual-Class Stock Met Corporate Spin-Offs, Young Ran Kim, Geeyoung Min
Ira M. Millstein Center for Global Markets and Corporate Ownership
The recent rise of shareholder engagement has revamped companies’ corporate governance structures so as to empower shareholder rights and to constrain managerial opportunism. The general trend notwithstanding, this Article uncovers corporate spin-off transactions — which divide a single company into two or more companies — as a unique mechanism that insulates the management from shareholder intervention. In a spin-off, the company’s managers can fundamentally change the governance arrangements of the new spun-off company without being subject to monitoring mechanisms, such as shareholder approval or market check. Furthermore, most spin-off transactions enjoy tax benefits. The potential agency problems associated with the …
Active Firms And Active Shareholders: Corporate Political Activity And Shareholder Proposals, Geeyoung Min, Hye Young You
Active Firms And Active Shareholders: Corporate Political Activity And Shareholder Proposals, Geeyoung Min, Hye Young You
Ira M. Millstein Center for Global Markets and Corporate Ownership
This article reveals the positions of corporations not only as active players in politics but also as targets of activist shareholders with opposing political preferences. We examine whether a firm’s political orientation, as measured by its political spending, serves as a driver of shareholder proposal submissions, one manifestation of shareholder activism. Using data on S&P 500 companies for 1997–2014, we find that the divergence in political orientation between shareholders and corporate management is strongly associated with the number of submissions of shareholder proposals on environmental or social issues. Firms that contribute more to the Republican Party are more likely to …