One Share - One Vote: The Theory

The impact of separating cash flow and votes depends on the ownership structure. In widely held firms, one share - one vote is in general not optimal. While it ensures an efficient outcome in bidding contests, dual-class shares mitigate the free-rider problem, thereby promoting takeovers. In the presence of a controlling shareholder, one share - one vote promotes value-increasing control transfers and deters value-decreasing control transfers more effectively than any other vote allocation. Moreover, leveraging the insider's voting power aggravates agency conflicts because it protects her from the takeover threat and provides less alignment with other shareholders. Even so, minority shareholder protection is not a compelling argument for regulatory intervention, as rational investors anticipate the insider's opportunism. Rather, the rationale for mandating one share – one vote must be to disempower controlling minority shareholders in order to promote value-increasing takeovers. As this policy tends to empower managers vis-a-vis shareholders, it is an open question whether it would improve the quality of corporate governance, notably in systems built around large active owners. The verdict in the case of depositary certificates, priority shares, voting and ownership ceilings is less I ambiguous, since they insulate managers from both takeovers and effective shareholder monitoring.Security-voting structure; market for corporate control; controlling minority shareholders

Trailing edge noise theory for rotating blades in uniform flow

This paper presents a new formulation for trailing edge noise radiation from rotating blades based on an analytical solution of the convective wave equation. It accounts for distributed loading and the effect of mean flow and spanwise wavenumber. A commonly used theory due to Schlinker and Amiet (1981) predicts trailing edge noise radiation from rotating blades. However, different versions of the theory exist; it is not known which version is the correct one and what the range of validity of the theory is. This paper addresses both questions by deriving Schlinker and Amiet's theory in a simple way and by comparing it to the new formulation, using model blade elements representative of a wind turbine, a cooling fan and an aircraft propeller. The correct form of Schlinker and Amiet's theory (1981) is identified. It is valid at high enough frequency, i.e. for a Helmholtz number relative to chord greater than one and a rotational frequency much smaller than the angular frequency of the noise sources.Comment: 28 pages, 10 figures, submitted to Proceedings of the Royal Society A: Mathematical, Physical and Engineering Sciences (final revision

Security-voting structure and bidder screening

This paper analyzes how non-voting shares affect the takeover outcome in a single-bidder model with asymmetric information and private benefit extraction. In equilibrium, the target firm’s security-voting structure influences the bidder’s participation constraint and in response the shareholders’ conditional expectations about the post-takeover share value. Therefore, the structure can be chosen to discriminate among bidder types. Typically, the socially optimal structure deviates from one share - one vote to promote all and only value-increasing bids. As target shareholders ignore takeover costs, they prefer more takeovers and hence choose a smaller fraction of voting shares than is socially optimal. In either case, the optimal fraction of voting shares decreases with the quality of shareholder protection and increases with the incumbent manager’s ability. Finally, shareholder returns are higher when a given takeover probability is implemented by (more) non-voting shares rather than by (larger) private benefits

Competing by Saving Lives: How Pharmaceutical and Medical Device Companies Create Shared Value in Global Health

This report looks at how pharmaceutical and medical device companies can create shared value in global health by addressing unmet health needs in low- and middle-income countries. Companies have already begun to reap business value and are securing competitive advantages in the markets of tomorrow

Signalling to dispersed shareholders and corporate control

This article analyses how outsiders, such as bidders or activist investors, overcome the lack of coordination and information among dispersed shareholders. We identify the two basic means to achieve this goal. First, the outsider must relinquish private benefits in a manner that is informative about security benefits. We show under which conditions this is feasible and which acquisition strategies used in practice meet these conditions. Second, the outsider can alternatively use derivatives to drive a wedge between her voting power and her economic interest in the firm. Such unbundling of ownership and control, while typically considered a source of corporate governance problems, is an efficient response to the frictions dispersed ownership causes for control contestability. We also show that unbundling comes with costs and benefits for the bidder's incentives to improve firm value

One share - one vote: the theory

The theoretical literature on security-voting structure can be organized around three questions: What impact do nonvoting shares have on takeover outcomes? How does disproportional voting power affect the incentives of blockholders? What are the repercussions of mandating one share - one vote for firms' financing and ownership choices? Overall, the costs and benefits of separating cash flow and votes reflect the fundamental governance trade off between disempowering blockholders and empowering managers. It is therefore an open question whether mandating one share - one vote would improve the quality of corporate governance, notably in systems that so far relied on active owners

Smart Buyers

In many bilateral transactions, the seller fears being underpaid because its outside option is better known to the buyer. We rationalize a variety of observed contracts as solutions to such smart buyer problems. The key to these solutions is to grant the seller upside participation. In contrast, the lemons problem calls for offering the buyer downside protection. Yet in either case, the seller (buyer) receives a convex (concave) claim. Thus, contracts commonly associated with the lemons problem can equally well be manifestations of the smart buyer problem. Nevertheless, the information asymmetries have opposite cross-sectional implications. To avoid underestimating the empirical relevance of adverse selection problems, it is therefore critical to properly identify the underlying information asymmetries in the data

Signalling in tender offer games

We examine whether a bidder can use tender o§er terms to signal post-takeover security benefits. Neither restricted bids nor cash-equity offers allow the bidder to reveal private information. Since atomistic shareholders extract all the gains in security benefits, signaling equilibria are subject to a constraint that is absent from bilateral trade models: The bidder must enjoy gains from trade that are excluded from bargaining (private benefits) but can nonetheless be relinquished. Dilution, debt financing, and toeholds are viable signaling devices because they imply private benefits that depend on security benefits in a predictable manner. In these signaling equilibria, lower-valued types must forgo a larger fraction of their private gains, and these costs can prevent some takeovers. Strikingly, the separation of cash flow and voting rights overcomes the asymmetric information problem. Offers that include derivatives allow for a complete separation and can therefore implement the symmetric information outcome

Would Two Dimensions be World Enough for Spacetime?

We consider various curious features of general relativity, and relativistic field theory, in two spacetime dimensions. In particular, we discuss: the vanishing of the Einstein tensor; the failure of an initial-value formulation for vacuum spacetimes; the status of singularity theorems; the non-existence of a Newtonian limit; the status of the cosmological constant; and the character of matter fields, including perfect fluids and electromagnetic fields. We conclude with a discussion of what constrains our understanding of physics in different dimensions.Comment: 31 pages, 1 figur