Corporate Ownership Structures: Private Versus Social Optimality

37 Pages Posted: 4 Aug 2000

See all articles by Lucian A. Bebchuk

Lucian A. Bebchuk

Harvard Law School; National Bureau of Economic Research (NBER)

Luigi Zingales

University of Chicago - Booth School of Business; National Bureau of Economic Research (NBER); Centre for Economic Policy Research (CEPR)

Multiple version iconThere are 2 versions of this paper

Date Written: May 1996

Abstract

This paper analyzes the inefficiencies that might arise in the ownership structure chosen at the initial public offering stage. We show that, contrary to what is commonly believed, the desire of initial owners to maximize their proceeds leads them to choices that, although privately optimal, may be socially inefficient. This distortion tends to be in the direction of excessive incidence of controlling shareholder structures and excessive divestment of cash flow rights. Our analysis has far-reaching policy implications for dual class stock, stock pyramiding, sale of control rules, and public offerings of minority shares. Among its positive implications, our analysis suggests reasons for the substantial differences in the incidence of control blocks across different countries.

Suggested Citation

Bebchuk, Lucian A. and Zingales, Luigi, Corporate Ownership Structures: Private Versus Social Optimality (May 1996). NBER Working Paper No. w5584. Available at SSRN: https://ssrn.com/abstract=225533

Lucian A. Bebchuk (Contact Author)

Harvard Law School ( email )

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National Bureau of Economic Research (NBER) ( email )

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Luigi Zingales

University of Chicago - Booth School of Business ( email )

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773-834-2081 (Fax)

National Bureau of Economic Research (NBER)

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United States

Centre for Economic Policy Research (CEPR)

London
United Kingdom

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