Wednesday, September 8, 2010

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Corporate governance and ownership structure of the




L 'analysis of the ownership structure of an enterprise as a tool for Corporate Governance is divided in two aspects:

1) The composition of the ownership structure, which concerns the identity of the holders of shares of the company (management, I know ns subject public or private financial companies or non-financial, shareholder
individual or institutional investors).

2) The concentration of property rights, which affects the amount of shares held by each shareholder. A concentrated ownership structure is defined as the shareholders of the company consists of major shareholders who hold shares of the capital. The composition

and the degree of concentration of ownership structure overlap in the mechanisms for the exercise of corporate governance and, in some cases, in a manner inconsistent influence on value creation. In business, seldom we see a clear separation between ownership and control. It is common, in fact, the case in which the holders of control are also owners of a significant proportion of shares in the company or, conversely, in case the owners of a significant number of shares, by virtue of their equity position, have an important role in management. It is reasonable to assume that the presence of management in the corporate structure, producing a greater coincidence between ownership e controllo, conduce ad un migliore allineamento degli interessi dei soggetti titolari della gestione con quelli degli azionisti il che riduce i conflitti di interesse e si traduce, in ultima analisi, in un valore d’impresa più alto. D’altra parte, però, una concentrazione dei diritti di proprietà nelle mani del management può produrre pericolosi effetti di autoreferenza che pongono i dirigenti in una posizione di privilegio che gli permette di perseguire i propri interessi personali senza più la minaccia di essere rimpiazzati. Come sottolinea Holderness (2003) una struttura proprietaria concentrata potrebbe indurre i detentori di quote rilevanti di capitali ad esercitare il loro potere di voto per depauperare risorse or to enjoy benefits that are not shared with minority shareholders. These benefits can be either monetary, what are the disproportionate levels of remuneration which it may enjoy the shareholder-manager or synergies enjoyed by the holder of a controlling interest, and non-monetary, as the visibility enjoyed by those who check newspapers or sports clubs. A company with a widespread ownership, however, could produce lower performance. The presence of many shareholders who hold shares in a very little capital (type of public company) reduces, in fact, the incentive for the individual shareholder to take action to influence the decisions taken by the owners of the management and to expend resources to monitor the behavior of management. The concentration of ownership goes hand shareholders to exercise more control over management that results in a higher degree of efficiency and thus increase the total value of the business.


SOURCE: Thesis of P. Fabozzi, "Corporate governance and value creation: empirical analysis on listed companies'

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