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Scholarship Abstract Corporate law generally makes voting power proportional to economic ownership. This serves several goals. Economic ownership gives shareholders an incentive to exercise voting power . . .
Corporate law generally makes voting power proportional to economic ownership. This serves several goals. Economic ownership gives shareholders an incentive to exercise voting power well. The coupling of votes and shares makes possible the market for corporate control. The power of economic owners to elect directors is also a core basis for the legitimacy of managerial authority. Both theory and evidence generally support the importance of linking votes to economic interest. Yet the derivatives revolution and other capital markets developments now allow both outside investors and insiders to readily decouple economic ownership of shares from voting rights. This decoupling, which we call the new vote buying, has emerged as a worldwide issue in the past several years. It is largely hidden from public view and mostly untouched by current regulation.
Hedge funds have been especially creative in decoupling voting rights from economic ownership. Sometimes they hold more votes than economic ownership – a pattern we call empty voting. In an extreme situation, a vote holder can have a negative economic interest and, thus, an incentive to vote in ways that reduce the company’s share price. Sometimes investors hold more economic ownership than votes, though often with morphable voting rights – the de facto ability to acquire the votes if needed. We call this situation hidden (morphable) ownership because the economic ownership and (de facto) voting ownership are often not disclosed.
This Article analyzes the new vote buying and its potential benefits and costs. We set out the functional elements of the new vote buying and develop a taxonomy of decoupling strategies. We also propose a near-term disclosure-based response and outline a menu of longer-term regulatory choices. Our disclosure proposal would simplify and partially integrate five existing, inconsistent ownership disclosure regimes, and is worth considering independent of its value with respect to decoupling. In the longer term, other responses may be needed: we discuss strategies focused on voting rights, voting architecture, and supply and demand forces in the markets on which the new vote buying relies.
TOTM AEI is hosting an event focusing on the problems of the nation’s shortage of vital organs. The website has links to the papers. The event . . .
AEI is hosting an event focusing on the problems of the nation’s shortage of vital organs. The website has links to the papers. The event agenda includes my friend and colleague Lloyd Cohen, who has done a good deal of work in this area (including this).
Read the full piece here.
TOTM Ok, not really. But the Antitrust Modernization Committee voted overwhelmingly in favor to repeal the Act (HT: Antitrust Review). Apparently, nine Commissioners voted in support . . .
Ok, not really. But the Antitrust Modernization Committee voted overwhelmingly in favor to repeal the Act (HT: Antitrust Review). Apparently, nine Commissioners voted in support of a the statement: “that Congress should repeal the Act in its entirety” on the grounds that: (1) the Act does not serve any purposes not already served by the Sherman Act, and (2) the Act is a net cost to consumers and competition. Though I doubt that Congress will accept the AMC’s invitation to act on behalf of consumers and repeal the Act, this the right result.
TOTM Larry Ribstein and Jonathan Wilson are discussing the merits of lawyer licensing at Point of Law. I am especially interested in the discussion of whether . . .
Larry Ribstein and Jonathan Wilson are discussing the merits of lawyer licensing at Point of Law. I am especially interested in the discussion of whether lawyer licensing actually protects consumers of legal services from dishonest and incompetent lawyers. Wilson argues that removal of lawyer licensing may well result in lower prices for legal services, but will also the lower the quality of services provided to those without independent means to verify quality.
TOTM I posted on the FTC Report findings earlier. In sum, the FTC was able to identify only isolated and sporadic incidences of pricing behavior which . . .
I posted on the FTC Report findings earlier. In sum, the FTC was able to identify only isolated and sporadic incidences of pricing behavior which were not explained by changes in supply and demand conditions at the local, regional, and national level. In addition, the FTC investigation did not reveal any antitrust violations. The reactions to the FTC’s findings exhibit the expected variance from political pandering, to accusations that the FTC “whitewashed” its report, to boredom from economists (to whom terms like “price gouging” and “unconscionable prices” are foreign).
TOTM The Federal Trade Commission was directed to investigate the possibility of price gouging and manipulation in the aftermath of Hurricane Katrina. The FTC released its . . .
The Federal Trade Commission was directed to investigate the possibility of price gouging and manipulation in the aftermath of Hurricane Katrina. The FTC released its 222 page report today (HT: Antitrust Review). It is a comprehensive analysis of local, regional, and national prices before and after Katrina and Rita. One of the key tasks charged to the FTC was the search for “gouging” and other anticompetitive practices.
TOTM Via Ted Frank at Point of Law, the House has overwhelmingly passed a price gouging bill that will not help consumers, but on the bright . . .
Via Ted Frank at Point of Law, the House has overwhelmingly passed a price gouging bill that will not help consumers, but on the bright side, is likely to provide a fresh example for microeconomics instructors teaching the consequences of price controls. The award for economic illiteracy of the week goes to the whole House, but special mention should be made for Joe Barton, Head of the House Energy and Commerce Committee, to whom the WSJ attributes the following words…
TOTM The New York Times is worried about Wal-Mart’s plan to sell organic food. One would think that fans of organic would be happy about this . . .
The New York Times is worried about Wal-Mart’s plan to sell organic food. One would think that fans of organic would be happy about this development. It means that organic products will be available more cheaply at Wal-Mart, which is planning to sell organic products for just 10% more than conventionally grown food, and it’s almost certain to lower organic food prices elsewhere. First, competition with Wal-Mart will lower prices. In addition, Wal-Mart’s entry into the organic sector will expand organic production, thereby permitting producers to achieve greater economies of scale.
TOTM Bill’s post concerning the role of lawyers in reducing regulatory costs reminded me that that I had forgotten to post after the recent Harvard Negotiation . . .
Bill’s post concerning the role of lawyers in reducing regulatory costs reminded me that that I had forgotten to post after the recent Harvard Negotiation Law Review Symposium on Deal-Making and Strategic Negotiation (thanks for the invite Vic). I had blogged about the value of case studies for empirical scholarship here. The symposium included some very interesting discussions regarding what might be thought of as unconventional roles for the lawyer, i.e. managing regulatory costs and thinking about branding considerations.
