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A law and finance analysis of initial public offerings

Journal of Financial Intermediation 2004 13(3), 324-358
Do families keep control of their firms because they, operating in an environment with weak protection of minority shareholders, fear being exploited by management after the IPO? Or is ownership concentration due to the value families attach to control? We find a positive relation between use of security designs that separate votes from capital and frequency of family-controlled firms in Sweden and other countries. It is not caused by differences in legal regimes or in minority protection. Since control blocks are never sold piecemeal to preserve control value, ownership remains highly concentrated. Family-controlled firms trade at a discount because of the misallocation of control rights to heirs who make inefficient decisions, not because of extraction of pecuniary benefits.

Minority Shareholder Protections and the Private Benefits of Control for Swedish Mergers

Journal of Financial and Quantitative Analysis 2004 39(1), 167-191
Sweden has a high degree of separation of ownership from control through pyramids, dual-class shares, and cross-holdings. This increases the potential for private benefits of control. However, Sweden's extralegal institutions—tax compliance and newspaper circulation—are consistent with greater shareholder protection. Using data on Swedish mergers we find limited evidence of shareholder expropriation. Apparently, Sweden's extralegal institutions offset the drawback of weak corporate governance.