Governance Problems in Closely Held Corporations

Venky Nagar, Kathy Petroni and Daniel Wolfenzon

Journal of Financial and Quantitative Analysis, 2011, vol. 46, issue 4, 943-966

Abstract: A major governance problem in closely held corporations is the majority shareholders’ expropriation of minority shareholders. As a solution, legal and finance research recommends that the main shareholder surrender some control to minority shareholders via ownership rights. We test this proposition on a large data set of closely held corporations. We find that shared-ownership firms report a substantially larger return on assets and lower expense-to-sales ratios. These findings are robust to institutionally motivated corrections for endogeneity of ownership structure. We provide evidence on the presence of governance problems and the effectiveness of shared ownership as a solution in settings characterized by illiquidity of ownership.

Date: 2011
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