Nonvoting Shares and Efficient Corporate Governance
45 Pages Posted: 29 Aug 2017 Last revised: 29 Apr 2018
Date Written: September 22, 2017
A growing number of technology companies, including Google, Facebook, and Snapchat, have chosen to issue stock that does not allow their investors to vote on corporate decisions. But scholars and investors are in fundamental disagreement about whether nonvoting stock is a benefit or a curse. Critics argue that nonvoting shares perpetually insulate corporate insiders from influence and oversight and therefore increase management agency costs. By contrast, proponents contend that even in spite of increased agency costs, nonvoting shares may provide benefits that exceed these costs, such as enabling corporate insiders to pursue their long-term vision for the company without interference from outside shareholders.
This paper offers a novel perspective on this debate. It demonstrates an important and previously unrecognized benefit of nonvoting stock: it can be used to make corporate governance more efficient. This is because nonvoting stock allows companies to divide voting power between shareholders who are informed about the company and its performance and those who are not. When this efficient sorting happens, the company will lower its cost of capital by reducing agency and transaction costs. Specifically, informed investors will pay more for voting stock that is not diluted by uninformed investor voting; indeed, a company may even entice informed investors to invest by offering two classes of shares. Likewise, uninformed investors will more highly value shares that do not require them to incur costs associated with voting. In other words, the company that issues nonvoting shares for its uninformed shareholders to buy will make itself more valuable. And because nonvoting stock trades at a discount to voting stock, uninformed shareholders will have another reason to purchase nonvoting shares, obviating the need for legal intervention.
This insight has several implications for law. Most important, this paper contends that recent proposals to restrict or deter companies from issuing nonvoting shares should be rejected because they may impede efficient corporate structuring.
Keywords: corporate governance, corporate law, shareholder democracy, corporate finance, agency costs, securities Law, institutional investors, hedge fund activism, shareholder activism, passive investing, index funds, ETFs, mutual funds
JEL Classification: K22, G3, G23, G28, G20
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