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Economic Analysis of Dual Class Stock

  • Journal of Regulation Studies
  • 2009, 18(1), pp.143-172
  • Publisher : 한국규제학회
  • Research Area : Social Science > Public Administration

박양균 1

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ABSTRACT

Dual class stock is issued by a company giving different voting rights based on an investment of equal value. By issuing the dual class stock, managers can exercise control rights of corporate governance with small equity rates. Most people have regarded the principle of one share one vote as mandatory rule. But historically shareholders have exercised various voting rights, one shareholder-one vote and prudent mean vote, one share-one vote etc. Therefore One share-one vote should not be understood as dominating rule with no exceptions. If shareholders agree voluntarily the contract of issuing dual class stock, it does not infringe the principle of shareholders' equal treatments and all the parties get the benefit from the contract. The prohibition of dual class stock violates the freedom of contract and lowers the market efficiency. Therefore, shareholders must be given the choice to decide on issuance of the dual class stock.

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