Académique Documents
Professionnel Documents
Culture Documents
2
DOI: 10.1093/oxrep/gri012
JOHN C. COFFEE, JR
Columbia University Law School
A wave of financial irregularity in the USA in 20012 culminated in the SarbanesOxley Act. A worldwide stockmarket bubble burst over this same period, with the actual market decline being proportionately more severe in
Europe. Yet, no corresponding wave of financial scandals involving a similar level of companies occurred in
Europe. Given the higher level of public and private enforcement in the USA for securities fraud, this contrast seems
perplexing. This paper submits that different kinds of scandals characterize different systems of corporate governance. In particular, dispersed ownership systems of governance are prone to the forms of earnings management that
erupted in the USA, but concentrated ownership systems are much less vulnerable. Instead, the characteristic
scandal in such systems is the appropriation of private benefits of control. This paper suggests that this difference
in the likely source of, and motive for, financial misconduct has implications both for the utility of gatekeepers as
reputational intermediaries and for design of legal controls to protect public shareholders. The difficulty in
achieving auditor independence in a corporation with a controlling shareholder may also imply that minority
shareholders in concentrated ownership economies should directly select their own gatekeepers.
I. INTRODUCTION
Corporate scandals, particularly when they occur in
concentrated outbursts, raise serious issues that
scholars have too long ignored. Two issues stand
out. First, why do different types of scandals occur
in different economies? Second, why does a wave
of scandals occur in one economy, but not in another, even though both economies are closely
interconnected in the same global economy and
1
198
For a pre-SarbanesOxley review of the last 300 years of this pattern, see Banner (1997).
Oxford Review of Economic Policy vol. 21 no. 2 2005
The Author (2005). Published by Oxford University Press. All rights reserved.
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
A THEORY OF CORPORATE
SCANDALS: WHY THE USA
AND EUROPE DIFFER
J. C. Coffee, Jr
2
See Holmstrom and Kaplan (2003), who show that from 2001 through 31 December 2002, the US stock-market returns were
32 per cent, while France was 45 per cent, and Germany 53 per cent.
3
Although they have been rare in the past, FitchRatings, the credit ratings agency, predicts that they will become common in
Europe in 2005, as thousands of European companies switch from local accounting standards to International Financial Reporting
Standards, which are more demanding. See FitchRatings (2005).
4
For a detailed review of the Parmalat scandal, see Melis (2004).
5
The term gatekeeper will not be elaborately defined for the purposes of this short essay, but means a reputational intermediary
who pledges its considerable reputational capital to give credibility to its statements or forecasts. Auditors, securities analysts,
and credit ratings agencies are the most obvious examples. See Coffee (2004a).
6
This has been demonstrated at length. See La Porta et al. (1999).
199
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
reasonably well to explain the turn-of-the-millennium experience in the USA and Europe. Worldwide, a stock-market bubble did burst in 2000, and
in percentage terms the decline was greater in many
European countries than in the United States.2 But
in Europe, this sudden market decline was not
associated with the same pervasive accounting and
financial irregularity that shook the US economy
and produced the SarbanesOxley Act in 2002.
Indeed, financial statement restatements are rare in
Europe.3 In contrast, the USA witnessed an accelerating crescendo of financial statement restatements that began in the late 1990s. The United
States General Accounting Office (GAO) has found
that over 10 per cent of all listed companies in the
United States announced at least one financial
statement restatement between 1997 and 2002
(GAO, 2002, p. 4). Later studies have placed the
number even higher (Huron Consulting Group
(2003a) discussed at the beginning of section II).
Because a financial statement restatement is a
serious event in the United States that, depending on
its magnitude, often results in a private class action,
a Securities and Exchange Commission (SEC) enforcement proceeding, a major stock price drop,
and/or a management shake-up, one suspects that
these announced restatements were but the tip of
the proverbial iceberg, with many more companies
negotiating changes in their accounting practices
with their outside auditors that averted a formal
restatement.
Figure 1
Total number of Restatement Announcements Identified, 19972002
300
250
(projected
for year end)
250
200
50
174
92
102
1997
1998
201
225
125
(actual)
100
0
1999
2000
2001
2002 (as of
30 June)
200
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
150
J. C. Coffee, Jr
9
See Huron Consulting Group (2005). If one wishes to focus only on restatements of the annual audited financial statements,
excluding restatements of quarterly earnings, the numbers were: 2000, 98; 2001, 140; 2002, 183; 2003, 206; 2004, 253.
10
Anderson and Yohn (2002, p. 13). This loss was measured in terms of cumulative abnormal returns (CAR). Where the cause
of the restatement was reported as fraud, the CAR rose to 19 per cent, but there were only a handful of such cases.
201
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
Nor were these restatements merely technical adjustments. Although some actually increased earnings, the GAO study found that the typical restating
firm lost an average 10 per cent of its market
capitalization over a 3-day trading period surrounding the date of the announcement (GAO, 2002, p. 5).
All told, the GAO estimated the total market losses
(unadjusted for other market movements) at $100
billion for restating firms in its incomplete sample for
19972002 (GAO, 2002, p. 34).
Figure 2
CEO Compensation at S&P 500 Industrial Companies, 19802001
Cash
66%
8
Equity
63%
60%
58%
54%
32%
43%
40%
37%
49%
1
0
1980
1983
1986
1989
1992
1995
1998
2001
202
12
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
J. C. Coffee, Jr
13
See Denis et al. (2005). For an earlier study finding that the greater use of option-related compensation results in greater private
securities litigation, see Peng and Roell (2004).
14
Ferrarini et al. (2003, pp. 67) note that performance-related pay is in wide use only in the UK, and that controlling shareholders
tend to resist significant use of incentive compensation.
15
In 1993, Congress enacted Section 162(m) of the Internal Revenue Code, which denies a tax deduction for annual compensation
in excess of $1m per year paid to the CEO, or the next four most highly paid officers, unless special tests are satisfied. Its passage
forced a shift in the direction of equity compensation. For a fuller account of this change, see Coffee (2004b, pp. 2745).
203
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
See Griffin (2002), who reports a study of 847 companies sued in federal securities class actions between 1994 and 2001.
Desai et al. (2004). For a similar study, see Efendi et al. (2005).
18
For excellent overviews of European ownership patterns, see Franks and Mayer (1997), La Porta et al. (1999), and Barca and
Becht (2001).
16
17
204
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
J. C. Coffee, Jr
This generalization may seem subject to counterexamples. For example, some well-known European companiese.g. Vivendi Universal, Royal
Ahold, Skandia Insurance, or Adecco20did experience accounting irregularities. But these are exceptions that prove the rule. Nearly all were US
listed companies whose accounting problems emanated from US-based subsidiaries, and several had
transformed themselves into American-style conglomerates (the leading example being Vivendi) that
either awarded stock options or needed to maximize
their short-term stock price in order to make multiple
acquisitions.
Potentially, some of this disparity between Europe
and the United States could be an artefact of less
rigorous regulatory oversight of public companies in
Europe or, alternatively, of the lesser litigation risk in
Europe. Hence, European issuers might be less
willing to restate their financial statements, even
when they discover a past error, because they do not
expect regulatory authorities or the plaintiffs bar to
19
See Dyck and Zingales (2004), discussed below; see also Nenova (2000), who finds significantly higher control premiums in
countries relying on French civil law and high, but lower, premiums in countries using German civil law; these control premiums
were significantly above the average premiums in common law countries; Zingales (1995).
20
Both the financial scandals at Adecco and Royal Ahold originated in the United States and, at least initially, centred around
accounting at US subsidiaries. See Simonian (2004); McCoy (2005) notes that Royal Aholds accounting problems began at US
Foodservices, Inc., a subsidiary of Royal Ahold, where the US managers were compensated with stock options; Vivendi Universal
can be described as a US-style acquisitions-oriented financial conglomerate. See Johnson (2004).
21
If one goes back far enough, one can certainly find examples of sudden financial collapse in Europefor example,
Metallgesellschaft in 1994. See Fisher (1995). But more recent examples are largely lacking. Also, Metallgesellschafts financial
distress seems more to have been the product of the negligent mishandling of derivatives than any fraudulent desire to inflate earnings.
See also Edwards and Canter (1995). Such accounting scandals as have occurred in Germanyfor example, the fraud at KlocknerHumboldt-Deuta or the collapse of the Jurgen Schneider real estate empireinvolved longstanding frauds in which assets were
overstated and liabilities understated with the apparent acquiescence of both auditors and, sometimes, the principal lending bank.
The monitoring failures in these cases much more closely resemble Parmalat than Enron. Many of these failures are reviewed in
Wenger and Kaserer (1998).
22
See Dyck and Zingales (2004); see also Nenova (2000).
205
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
In more developed economies, such financial transactions may be precluded. Instead, operational
mechanisms can be used: for example, controlling
shareholders can compel the company to sell its
output to, or buy its raw materials from, a corporation that they independently own. In emerging markets, growing evidence suggests that firms within
corporate groups engage in more related party
transactions than firms that are not members of a
controlled group (see Ming and Wong, 2003). In
essence, these transactions permit controlling shareholders to transfer resources from companies in
which they have lesser cash-flow rights to ones in
which they have greater cash-flow rights (see
Bertrand et al., 2000).
Although it may be tempting to deem tunnelling and
related opportunistic practices as characteristic only
of emerging markets where legal protections are
still evolving, considerable evidence suggests that
such practices are also prevalent in more mature
European economies.25 Indeed, some students of
European corporate governance claim that the dominant form of concentrated ownership (i.e. absolute
majority ownership) is simply inefficient because it
permits too much predatory misbehaviour (see
Kirchmaier and Grant, 2004b).
For the article coining this term, see Johnson et al. (2000).
See Atanasov et al. (2005). These authors estimate that these transactions occurred at about 25 per cent of the shares intrinsic value.
25
Many commentators have criticized German corporate governance on the grounds that it permits controlling shareholders to
diverge from a pro rata distribution of enterprise cash flows, for example, through one-sided transfer pricing arrangements with
affiliated companies, or asset sales on favourable terms to affiliates. See Gordon (1999). If this is the problem, an independent auditor
is probably not the answer, as it cannot stop such transactions. For a more recent overview of the means by which controlling
shareholders currently divert value to themselves in Europe, see Kirchmaier and Grant (2004a).
26
This was once the consensus view. But more recently, sceptics have demonstrated that the universal banks in Germany have
few representatives on the supervisory board, tend to do no more monitoring than banks in dispersed ownership regimes, and largely
defer to the managing boards decisions. See Edwards and Fischer (1994).
27
The impact of co-determination on corporate governance has been much debated. See, for example, Roe (1998).
28
See Gorton and Schmid (1996), who suggest the role of non-bank blockholders in monitoring the controlling shareholder.
29
This summary of the Parmalat scandal relies upon the Wall Street Journals account. See Galloni and Reilly (2004).
23
24
206
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
squeeze-out merger is used to force minority shareholders to tender at a price below fair market value.
These techniques have been discussed in detail
elsewhere and in their crudest forms have been
given the epithet tunnelling to describe them.23 A
classic example was the Bulgarian experience between 1999 and 2002, when roughly two-thirds of
the 1,040 firms on the Bulgarian stock exchange
were delisted, following freeze-out tender offers for
the minority shares at below market, but still coercive, prices.24
J. C. Coffee, Jr
The recent Hollinger scandal also involved overreaching by controlling shareholders. Although
Hollinger International is a Delaware corporation,
its controlling shareholders were Canadian, as were
most of its shareholders. According to the report
prepared by counsel to its independent directors,
former SEC Chairman Richard Breeden, Hollinger
was a kleptocracy (see Hollinger, 2004, p. 4). Its
controlling shareholders allegedly siphoned off more
than $400m from Hollingeror more than 95 per
cent of the companys adjusted net income from
1997 to 2003 (Leonard, 2004). On sales of assets by
Hollinger, its controlling shareholders secretly took
large side payments, which they directed be paid to
themselves out of the sales proceeds (Leonard,
2004). But bad as the Hollinger case may be, little
evidence suggests that Lord Black and his cronies
manipulated earnings through premature revenue
recognition. What this contrast shows is that controlling shareholders may misappropriate assets, but
have much less reason to fabricate earnings. This
does not mean that business ethics are better (or
30
Galloni and Reilly (2004). Parmalats former CEO, Mr Tanzi, appears to have acknowledged to Italian prosecutors that
Parmalat funneled about Euro 500 Million to companies controlled by the Tanzi family, especially to Parmatour. See Melis (2004,
p. 6). Prosecutors appear to believe that the total diversions to Tanzi family-owned companies were at least 1,500m. Galloni
and Reilly (2004, p. 6, n. 2).
207
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
middle of the nineteenth century, just as industrialization and the growth of railroads was compelling
corporations to market their shares to a broader
audience of investors (see Littleton, 1988). Amendments in 1844 and 1845 to the British Companies
Act required an annual statutory audit with the
auditor being selected by the shareholders.31 This
made sense, because the auditor was thus placed in
a true principalagent relationship with the shareholders who relied on it. But this same relationship
does not exist when the auditor reports to shareholders in a system in which there is a controlling
shareholder. Finally, even if the auditor is asked to
report on the fairness of inter-corporate dealings or
related party transactions, this is not its core competence. Other protectionssuch as supermajority votes,
mandatory bid requirements, or prophylactic rules
may be far more valuable in protecting minority
shareholders when there is a controlling shareholder. This may explain the slower development of
auditing procedures and internal controls in Europe.
Potentially, there is a further implication for the use
of gatekeepers in concentrated ownership economies. If the controlling shareholder can potentially
dominate the selection of the auditor or other gatekeepers, then it becomes at least arguable that if the
auditor is to serve as an effective reputational
intermediary, it should be selected by the minority
shareholders and report to them. This article does
not attempt to design such an unprecedented system, but smugly contents itself with pointing out the
likely inadequacy of alternative systems. The second-best alternative would appear to be according
the auditors selection, retention, and compensation
to the independent directors.
V. CONCLUSION
This articles generalizations are not presented as
iron laws. Private benefits of control can be
misappropriated in a US public company, and recent
illustrations include the Adelphia scandal, where a
controlling family diverted assets of over $3 billion to
itself in much the same way as did the controlling
The 1844 amendment was to the Joint Stock Companies Act (see 7 & 8 Vict., Ch. 110) (1844), and the 1845 amendment was
to the Companies Clauses Consolidation Act (see 8 & 9 Vict., Ch. 16) (1845). For a more detailed review of this legislation, see
OConner (2004).
31
208
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
J. C. Coffee, Jr
Anderson, K. L., and Yohn, T. L. (2002), The Effect of 10K Restatements on Firm Value, Information Asymmetries,
and Investors Reliance on Earnings, available at http://ssrn.com/abstract=332380
Atanasov, V., Ciccotello, C. S., and Gyoshev, S. B. (2005), How Does Law Affect Finance? An Empirical Examination
of Tunneling in an Emerging Market, William Davidson Institute Working Paper No. 742, available at http:/
/ssrn.com/ abstract=423506
Banner, S. (1997), What Causes New Securities Regulation? 300 Years of Evidence, Washington University Law
Quarterly, 75(2), 849.
Barca, F., and Becht, M. (eds) (2001), The Control of Corporate Europe, Oxford, Oxford University Press.
Bertrand, M., Mehta, P., and Mullainathan, S. (2000), Ferreting Out Tunneling: An Application to Indian Business
Groups, MIT Dept of Economics Working Paper No. 00-28, available at http://ssrn.com/abstract=246001
Cheng, Q., and Warfield, T. (2004), Equity Incentives and Earnings Management, available at http://ssrn.com/
abstract=457840
Coffee, J. C., Jr. (2001), The Rise of Dispersed Ownership: The Roles of Law and the State in the Separation of Ownership
and Control, Yale Law Journal, 111(1), 182.
(2004a), Gatekeeper Failure and Reform: The Challenge of Fashioning Relevant Reforms, Boston University
Law Review, 84(2), 30164.
(2004b), What Caused Enron?: A Capsule Social and Economic History of the 1990s, Cornell Law Review,
89(2).
Denis, D. J., Hanouna, P., and Sarin, A. (2005), Is There a Dark Side to Incentive Compensation?, available at http:/
/ssrn.com/abstract=695583
Desai, H., Krishnamurthy, S., and Venkataraman, K. (2004), Do Short Sellers Target Firms with Poor Earnings Quality?:
Evidence from Earnings Restatements, available at http://ssrn.com/abstract=633283
Dyck, A., and Zingales, L. (2004), Private Benefits of Control: An International Comparison, Journal of Finance, 59(2),
537600.
Edwards, F., and Canter, M. (1995), The Collapse of Metallgesellschaft: Unhedgeable Risks, Poor Hedging Strategy,
or Just Bad Luck, Journal of Futures Markets, 15(3), 21164.
Edwards, J., and Fischer, K. (1994), Banks, Finance and Investment in Germany, Cambridge, Cambridge University
Press.
Efendi, J., Kinney, M. R., and Swanson, E. P. (2005), Can Short Sellers Predict Accounting Restatements?, AAA 2005
FARS Meeting Paper, available at http://ssrn.com/abstract= 591361
Srivastava, A., and Swanson, E. P., (2004), Why Do Corporate Managers Misstate Financial Statements: The
Role of Option Compensation, Corporate Governance and Other Factors, available at http://ssrn.com/
abstract=547920
Ehrhardt, O., and Nowak, E. (2003), Private Benefits and Minority Shareholder Expropriation (or What Exactly Are
Private Benefits of Control), EFA Annual Conference Paper No. 809, available at http://ssrn.com/abstract=423506
Adelphia Communications went into bankruptcy after it was discovered that it had made undisclosed loans and loan guarantees
of at least $3.1 billion to its founders family. This closely resembles Parmalat in that the fraud involved both the balance sheet
and diversions to the founders family. In bankruptcy, Adelphia sued its former auditors, Deloitte & Touche, for allegedly failing
to disclose or investigate Adelphias loans to the Rigas family. See Frank (2002).
33
For examples, see section III, para. 3.
32
209
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
REFERENCES
210
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
Ferrarini, G., Moloney, N., and Vespro, C. (2003), Executive Remuneration in the EU: Comparative Law and Practice,
ECGI Working Paper.
Fisher, A. (1995), Metallgesellschaft: The Oil Deals That Crippled a German Metal-trading Giant, Financial Times,
20 March, 20.
FitchRatings (2005), Accounting and Financial Reporting Risk: 2005 Global Outlook, 14 March.
Frank, R. (2002), Adelphia Sues Deloitte & Touche, Accusing Former Auditor of Fraud, Wall Street Journal, 7
November, A2.
Franks, J., and Mayer, C. P. (1997), Corporate Ownership and Control in German, the UK and France, Journal of
Applied Corporate Finance, 9(4), 30.
Galloni, A., and Reilly, D. (2004), How Parmalat Spent and Spent, Wall Street Journal, 23 July.
Gordon, J. N. (1999), Pathways to Corporate Convergence?: Two Steps On the Road to Shareholder Capitalism in
Germany, Columbia Journal of European Law, 5(219).
Gorton, G., and Schmid, F. A. (1996), Universal Banking and the Performance of German Firms, National Bureau of
Economic Research Working Paper No. 5453.
Griffin, P. A. (2002), A League of Their Own? Financial Analysts Responses to Restatements and Corrective
Disclosures, available at http://ssrn.com/abstract= 326581
Hall, B. J. (2003), Six Challenges in Designing Equity-based Pay, Accenture Journal of Applied Corporate Finance,
15(3), 21.
Hollinger International (2004), Report of Investigation by the Special Committee of the Board of Directors of Hollinger
International Inc, 30 August.
Holmstrom, B., and Kaplan, S. (2003), The State of US Corporate Governance: Whats Right and Whats Wrong,
Accenture Journal of Applied Corporate Finance, 15(3), 8.
Huron Consulting Group (2003a), An Analysis of Restatement Matters: Rules, Errors, Ethics, for the Five Years Ended
December 31, 2002.
(2005), New Report by Huron Consulting Group Reveals Financial Restatements Increased at a Record Level
in 2004, Press Release, 19 January.
Johnson, J. (2004), Vivendi Probe Ends With Euro $1 Million Fine for Messier, Financial Times, 8 December, 31.
Johnson, S. A., Ryan, H. E., Jr, and Tian, Y. S. (2003), Executive Compensation and Corporate Fraud, available
at http://ssrn.com/abstract=395960
La Porta, R., Lopez-de-Silanes, F., and Shleifer, A. (2000), Tunneling, American Economic Review, 90(2), 227.
Kirchmaier, T., and Grant, J. (2004a), Financial Tunneling and the Revenge of the Insider System: How to Circumvent
the New European Corporate Governance Legislation, available at http://ssrn.com/abstract=613945
(2004b), Corporate Ownership Structure and Performance in Europe, CEP Discussion Paper No. 0631,
available at http://ssrn.com/ abstract=616201
La Porta, R., Lopez-de-Silanes, F., Shleifer, A., and Vishny, R. W. (1999), Corporate Ownership Around the World,
Journal of Finance, 54(2), 471517.
Leonard, D. (2004), More Trials for Lord Black, Fortune, 4 October, 42.
Littleton, A. C. (1988), Accounting Evolution to 1900, University of Alabama Press.
McCoy, K. (2005), Prosecutors Charge Nine More in Royal Ahold Case, USA Today, 14 January, 1B.
Melis, A. (2004), Corporate Governance Failures. To What Extent is Parmalat a Particularly Italian Case?, available
at http://ssrn.com/abstract=563223
Ming, J. J., and Wong, T. J. (2003), Earnings Management and Tunneling through Related Party Transactions:
Evidence from Chinese Corporate Groups, EAA 2003 Annual Conference Paper No. 549, available at http://
ssrn.com/abstract=42488
Morgenson,G. (2004), Explaining (Or Not) Why the Boss Is Paid So Much, New York Times, 25 January, 3, 1.
Moriarty, G. B., and Livingston, P. B. (2001), Quantitative Measures of the Quality of Financial Reporting, Financial
Executive, July/August, 534.
Nenova, T. (2000), The Value of Corporate Votes and Control Benefits: A Cross-country Analysis, available
at http://ssrn.com/abstract=237809
OConner, S. M. (2004), Be Careful What You Wish For: How Accountants and Congress Created the Problem of
Auditor Independence, Boston College Law Review, 45(4), 741828.
Peng, L., and Roell, A. (2004), Executive Pay, Earnings Manipulation and Shareholder Litigation, AFA Philadelphia
Meetings, December, available at http://ssrn.com/ abstract=488148
Richardson, S., Tuna, I., and Wu, M. (2002), Predicting Earnings Management: The Case of Earnings Restatements,
available at http://ssrn.com/abstract=338681
J. C. Coffee, Jr
Roe, M. J. (1998), German Co-determination and German Securities Markets, Columbia Business Law Review, 1, 167.
SEC (2003), Report Pursuant to Section 704 of the SarbanesOxley Act of 2002, Washington, DC, Securities and
Exchange Commission.
Simonian, H. (2004), Europes First Victim of SarbanesOxley? Corporate Governance: Adecco was Pilloried for its
Poor Handling of US Accounting Problems, Financial Times, 29 January, 14.
GAO (2002), Financial Statement Restatements: Trends, Market Impacts, Regulatory Responses and Remaining
Challenges, Washington, DC, US General Accounting Office, Pub. No. 03-138.
Wenger, E., and Kaserer, C. (1998), German Banks and Corporate GovernanceA Critical View, in K. Hopt et al. (eds),
Comparative Corporate GovernanceThe State of the Art and Emerging Research, Oxford, Clarendon Press.
Zingales, L. (1995), What Determines the Value of Corporate Votes?, Quarterly Journal of Economics, 110(4), 1047
73.
Downloaded from http://oxrep.oxfordjournals.org at Hong Kong Polytechnic University on May 18, 2010
211