Revisiting corporate control-enhancing mechanisms

Research output: Chapters, Conference Papers, Creative and Literary Works (RGC: 12, 32, 41, 45)12_Chapter in an edited book (Author)peer-review

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Original languageEnglish
Title of host publicationGlobal Capital Markets
Subtitle of host publicationA Survey of Legal and Regulatory Trends
EditorsP.M. Vasudev, Susan Watson
PublisherEdward Elgar Publishing Ltd.
Pages95-115
Number of pages21
ISBN (Electronic)9781786432872
ISBN (Print)9781786432865
Publication statusPublished - 25 Aug 2017

Abstract

In the past decades, we have seen a trend towards granting the founders of influential high-tech firms, such as Google, Facebook and Alibaba, disproportional control rights through control-enhancing mechanisms. This chapter provides a human resources perspective to explain the boom of control-enhancing mechanisms in recent Initial Public Offerings (IPOs) and to rationalize the use of these mechanisms in modern business. Investor protection and corporate governance are clouded by the increasing use of these mechanisms by controllers to gain disproportional control. This chapter finds that the results of existing empirical studies somewhat support the entrenchment effect of disproportional control and calls for a review of regulatory policies towards control-enhancing mechanisms. This chapter proposes a new taxonomy for understanding disproportional control mechanisms based on the participation of outside shareholders and identifies different regulatory strategies to protect outside shareholders. For shareholder participative mechanisms, for example, multiple voting rights shares, this chapter proposes empowering outside shareholders by granting them commensurate voting power to vote out control-enhancing mechanisms after IPO or in specific change-of-control events. For non-participative mechanisms, for example, control through cross-shareholding, a ban is desirable in jurisdictions with weak investor protection regimes.

Citation Format(s)

Revisiting corporate control-enhancing mechanisms. / Lin, Yu-Hsin.

Global Capital Markets: A Survey of Legal and Regulatory Trends. ed. / P.M. Vasudev; Susan Watson. Edward Elgar Publishing Ltd., 2017. p. 95-115.

Research output: Chapters, Conference Papers, Creative and Literary Works (RGC: 12, 32, 41, 45)12_Chapter in an edited book (Author)peer-review