Security design and the allocation of voting rights: Evidence from the Australian IPO market
We examine the use of dual class stock in Australian second board firms at the time of going public. This setting provides a more powerful test of claims that departures from the `one-share one-vote' rule are a response to incentive problems created when maximizing firm value requires significant commitments of firm specific human capital. We find, relative to a control group, that dual class firms have a higher proportion of their value determined by the expected realization of growth options rather than assets-in-place. Although our conclusions must be tempered by the qualitative nature of much of the evidence, the value of these growth opportunities appears to be highly dependent on the human capital of the founding shareholders. The absence of substitute governance mechanisms further supports the view that insider control is an efficient organizational arrangement for these firms, as does the absence of longer term differences in performance relative to control firms. While dual class stock clearly entrenches insiders, we identify a variety of mechanisms (contractual, institutional and personal) which help to ensure that if control changes occur then any gains are shared equally by both classes of stockholder.