Optimally Restrained Tunneling: The Puzzle of Controlling Shareholders’ 'Generous' Exploitation in Bad-Law Jurisdictions

40 Pages Posted: 17 Jul 2018 Last revised: 30 Aug 2018

See all articles by Sang Yop Kang

Sang Yop Kang

Peking University School of Transnational Law

Date Written: July 10, 2018


Although controlling shareholder agency problems have been well studied so far, many questions still remain unanswered. In particular, an important puzzle in “bad-law” jurisdictions is: why some controlling shareholders (“roving controllers”) loot all (or substantially all) corporate assets at once, and why others (“stationary controllers”) siphon a part of corporate assets on a continuous basis. To solve this conundrum, this chapter provides analytical frameworks exploring the behaviors and motivations of controlling shareholders. To begin with, I reinterpret Olson’s political economy theory of “banditry” in the context of corporate governance in developing countries. Based on a new taxonomy of controlling shareholders (“roving controllers” and “stationary controllers”), I examine under what circumstances a controlling shareholder chooses to be roving or stationary, and why economically rational controlling shareholders with a long time horizon voluntarily abstain from looting minority shareholders. In addition, although I recognize family corporations’ weaknesses in terms of investor protection, I explain that controlling “family” shareholders tend to be more stationary, and thus improve the quality of corporate governance. Moreover, I explain that a controlling shareholder’s non-pecuniary benefits (i.e., the psychological value gained by corporate insiders when running a business) can potentially lower the level of expropriation from public shareholders.

Keywords: Corporate Governance, Controlling Shareholder, Bad-Law Jurisdiction, Roving Controller, Stationary Controller, Controlling Family Shareholder, Family Corporation, Self-Dealing, Tunneling, Pecuniary Benefits, Non-Pecuniary Benefits, Investor Protection

JEL Classification: G30, G32, G34, K22, C70, D23

Suggested Citation

Kang, Sang Yop, Optimally Restrained Tunneling: The Puzzle of Controlling Shareholders’ 'Generous' Exploitation in Bad-Law Jurisdictions (July 10, 2018). European Corporate Governance Institute (ECGI) - Law Working Paper No. 410/2018; Peking University School of Transnational Law Research Paper No. 18-12. Available at SSRN: https://ssrn.com/abstract=3211470 or http://dx.doi.org/10.2139/ssrn.3211470

Sang Yop Kang (Contact Author)

Peking University School of Transnational Law ( email )

University Town, Nanshan District
Shenzhen, 518055

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