The Value of Blockholder Liquidity and the Decision to Unify Share Classes

42 Pages Posted: 18 Mar 2010 Last revised: 18 Sep 2011

Date Written: September 15, 2011

Abstract

From 1988 to 2007, over 1,100 publicly traded firms used the dual class structure. Despite the structure's effectiveness at maintaining control, approximately one fourth of these firms eliminated the dual class structure. In 95 firms, superior shareholders voluntarily eliminated the dual class structure by means of a share conversion or shareholder proposal. On average, blockholders lost half of their voting power during the year of the unification (from 51.4% to 26.0%). In this study, I examine the firms who voluntarily unify their share classes in order to determine why blockholders willingly give up such large stakes in voting power. I find 70% of unifying firms specifically state "increase liquidity" as a primary reason for unifying their share classes. Also, I find blockholders maintain or slightly increase their voting power prior to the uni cation, but then dramatically decrease their voting power in the three years after the unification. I find two-thirds of the drop in voting power is attributable to reductions in blockholder holdings rather than share dilutions. In addition, I find over 40% of blockholders completely exit the firm within three years. Based on the empirical evidence, I conclude blockholders are willing to lose signi cant portions of voting power in order to increase their own personal liquidity.

Keywords: Dual Class, Corporate Governance, One-Share One-Vote, Unification, Blockholder Liquidity

JEL Classification: G32, G34

Suggested Citation

Howell, Jason W., The Value of Blockholder Liquidity and the Decision to Unify Share Classes (September 15, 2011). Midwest Finance Association 2012 Annual Meetings Paper. Available at SSRN: https://ssrn.com/abstract=1571760 or http://dx.doi.org/10.2139/ssrn.1571760

Jason W. Howell (Contact Author)

Reiman School of Finance ( email )

2101 S. University Blvd.
Denver, CO 80208
United States
303-871-2616 (Phone)

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