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Dual-class stock structure is characterized by the separation of voting rights and cash flow rights. The departure from a common “one share-one vote” configuration creates ideal conditions for conflicts of interest and agency problems between controlling insiders (the holders of voting rights) and remaining shareholders. The owners of voting rights have the opportunity to extract private benefits and act in their personal interest; as a result, dual-class firms are often perceived to have low transparency and high information asymmetry. This dissertation investigates the quality of information and the information environment of firms with two classes of stock. The first essay examines the quality of information by studying accruals in dual-class firms in comparison to firms with only one class of stock. The results suggest that the quality of accruals is better in dual-class firms than in single-class firms. In addition, the difference in the quality of accruals between firms that abolish their dual-class share structure by unification and singe-class firms disappears in the post-unification period. The second essay investigates the earnings informativeness of dual-class firms by examining the explanatory power of earnings for returns. The results indicate that the earnings informativeness is lower for dual-class firms as compared to single-class firms. Earnings informativeness improves in firms that unify their shares. The third essay compares the level of information asymmetry between dual-class firms and single-class firms. It is documented that the information environment for dual-class firms is worse than for single-class firms. Also, the finding suggests that the difference in information environment between dual-class firms and single-class firms disappears after dual-class stock unification.

This paper examines the relative price spreads between dual-class shares issued by the same firm on the Swedish market in order to investigate if a voting premium exists and what factors contribute to it. Previous research has found diverging explanations for the variation in price spreads between dual-class shares. Some find explanatory power in the concentration of ownership whilst others find trading costs and liquidity to determine the size and direction of the voting premium. This study tests factors of control and liquidity against the relative price spread in the Swedish market and in accordance with earlier research, the results indicate that a statistically significant voting premium exists in Sweden, although it is relatively small in comparison to many other markets. The paper contributes to the current pool of research by the choice of market, and by adding up-to-date information regarding the voting premium as well as evidence that increased domestic institutional ownership affects the voting premium negatively. At the same time, foreign institutional ownership has an opposite effect and leads to increased price differences between share classes. The general conclusion of this paper is that while some factors related to control and ownership concentration show significance long-term, other unobserved aspects could provide greater explanatory power of the voting premium in the short term.

This study investigates payouts in Swedish family firms by focusing on both the level and speed of adjustment of dividends. In addition, the use of dual-class shares in family firms is examined to further identify potential drivers of payout differences between family-controlled companies and non-family firms. Agency theory and previous studies suggest that high and stable payouts are used by controlling families to mitigate minority shareholders’ concerns of being expropriated. We find that family firms in Sweden do not differ from non-family firms in their payouts. The results could be seen as an indication of expropriation if minority shareholders should be compensated for higher agency costs, but it could also be that family control does not worsen agency conflicts between majority and minority shareholders. Rather, other ownership structures such as the use of dual-class shares to gain control in excess of ownership seem to be associated with higher levels of payouts. Neither do family firms smooth their dividends more than non-family firms. Instead, they adapt towards their target dividend at a higher pace.

This thesis is divided into two independent parts. The first part concerns the 3D Navier-Stokes equations. The second part deals with regularity issues for a family of integro-differential equations. In the first part of this thesis, we consider weak solutions of the 3D Navier-Stokes equations with L² initial data. We prove that ([Nabla superscript alpha])u is locally integrable in space-time for any real [alpha] such that 1 < [alpha] < 3. Up to now, only the second derivative ([Nabla]²)u was known to be locally integrable by standard parabolic regularization. We also present sharp estimates of those quantities in local weak-L[superscript (4/([alpha]+1))]. These estimates depend only on the L² norm of the initial data and on the domain of integration. Moreover, they are valid even for [alpha] ≥ 3 as long as u is smooth. The proof uses a standard approximation of Navier-Stokes from Leray and blow-up techniques. The local study is based on De Giorgi techniques with a new pressure decomposition. To handle the non-locality of fractional Laplacians, Hardy space and Maximal functions are introduced. In the second part of this thesis, we consider non-local integro-differential equations under certain natural assumptions on the kernel, and obtain persistence of Hölder continuity for their solutions. In other words, we prove that a solution stays in C[superscript beta] for all time if its initial data lies in C[superscript beta]. Also, we prove a C[superscript beta]-regularization effect from [mathematical equation] initial data. It provides an alternative proof to the result of Caffarelli, Chan and Vasseur [10], which was based on De Giorgi techniques. This result has an application for a fully non-linear problem, which is used in the field of image processing. In addition, we show Hölder regularity for solutions of drift diffusion equations with supercritical fractional diffusion under the assumption [mathematical equation]on the divergent-free drift velocity. The proof is in the spirit of Kiselev and Nazarov [48] where they established Hölder continuity of the critical surface quasi-geostrophic (SQG) equation by observing the evolution of a dual class of test functions. / text

This dissertation consists of two essays on corporate finance. The first essay investigates the relationship between dual-class shares and firm’s risk-taking. While costs associated with dual-class shares are widely documented, the benefits are seldom studied in the literature. We attempt to fill this gap and find that dual-class firms tend to have fewer business segments, higher volatilities in their cash flows, earnings, and investment opportunities compared to propensity-matched single-class firms. Business segments within a dual-class firm are also more positively correlated in their cash flows, earnings, or investment opportunities than those in single-class firms. The results are consistent with the hypothesis that dual-class shares can potentially shield insiders from short-term market pressure so they can focus on riskier projects to enhance long-term shareholder value. To provide a possible channel through which dual-class firms can increase corporate risk-taking, we examine one of the most important corporate investment decisions: mergers and acquisitions (M&As). Dual-class firms are more likely to engage in M&As, especially nondiversifying M&As. Corporate risks increase following M&As, and the increase is more for dual-class firms than for single-class firms. The second essay shows how CEO skills affect operating performance using a sample of 109 spin-offs from 1994 to 2009. Since a variety of studies indicate that firms in need of external financing are more likely to engage in spin-offs, we hypothesize that parent firms prefer to appoint financial experts as CEOs at spun-off units around spin-off transactions. We find that appointing spun-off unit CEOs with financial expertise brings significant and positive wealth effects. Furthermore, the CEOs with financial expertise significantly improve firms’ access to capital markets and subsequent operating performance. Conversely, we do not observe positive wealth effects at the spin-off announcement or improved operating performance following spin-offs when parent firms decide to assign non-financial experts as spun-off unit CEOs.

This thesis investigates the long- and short- run stability of Cointegrated dual share equity pairs on the Swedish Equity Market. Testing for a cointegrated relationship on each pair are executed for a 13 year period to establish the cointegrated pairs. The stability of each cointegrated pair is then estimated using a rolling two year period. An Arbitrage Trading strategy is applied to the cointegrated pairs for the following one year period. The long-run relationship of the pairs are found to be stable. The short-term relationship varies from pair to pair, where some pairs break their cointegrated relationship for some time periods. But generally, most pairs are stable over the short- term as well. The trading strategy generate the highest returns during volatile market conditions and underperforms during positive market conditions with low volatility. The Sharpe ratio is far better than the Index during the whole period.

Submitted by Oscar Lewandowski (oscarester@terra.com.br) on 2014-01-17T18:25:57Z No. of bitstreams: 1 TESE Oscar Lewandowski FGV FINAL.pdf: 2745193 bytes, checksum: 0b36589f9a9f5e561011fc2ff192906c (MD5) / Rejected by ÁUREA CORRÊA DA FONSECA CORRÊA DA FONSECA (aurea.fonseca@fgv.br), reason: Prezado Oscar, Ficou faltando incluir a folha de aprovação com as assinaturas dos membros da banca no PDF. Favor incluir e submeter novamente. ÁUREA SRA on 2014-01-28T18:04:21Z (GMT) / Submitted by Oscar Lewandowski (oscarester@terra.com.br) on 2014-02-07T20:23:52Z No. of bitstreams: 1 TESE FGV Oscar.pdf: 3027978 bytes, checksum: f7ad62d1cb2c3b53fa751252989d74d0 (MD5) / Approved for entry into archive by ÁUREA CORRÊA DA FONSECA CORRÊA DA FONSECA (aurea.fonseca@fgv.br) on 2014-02-20T16:22:18Z (GMT) No. of bitstreams: 1 TESE FGV Oscar.pdf: 3027978 bytes, checksum: f7ad62d1cb2c3b53fa751252989d74d0 (MD5) / Approved for entry into archive by Marcia Bacha (marcia.bacha@fgv.br) on 2014-03-06T17:57:26Z (GMT) No. of bitstreams: 1 TESE FGV Oscar.pdf: 3027978 bytes, checksum: f7ad62d1cb2c3b53fa751252989d74d0 (MD5) / Made available in DSpace on 2014-03-06T17:57:43Z (GMT). No. of bitstreams: 1 TESE FGV Oscar.pdf: 3027978 bytes, checksum: f7ad62d1cb2c3b53fa751252989d74d0 (MD5) Previous issue date: 2013-12-20 / The thesis argues that companies with only voting shares use more debt than companies that issue both voting and non-voting shares. Taking into consideration the main theories of capital structure and the Brazilian reality, it was demonstrated the importance of relating debt to the fact of issuing shares without voting rights. Once the theoretical models, which manage to explain the firm‘s leverage level, still lack of explanatory power, the search for new determinants are present in the main capital structure literature. The occurrence of issuing shares in different classes (dual-class) as a factor that impacts on the debt-level was analyzed from three different points of view: market, industry and firms that pass through a unification process of its shares. The evidences found in the three investigations indicated that leverage is lower when preferred shares are issued, according to the trading environment and regulations in Brazil. The acceptance of the thesis has theoretical reflections in identifying a factor that could be taken into account in new models of capital structure, as well as, raises the importance of managers, investors and lenders to recognize the fact of being dual-class reflects not only in the firm‘s control structure, but also in its capital structure. Among the final considerations of the thesis was the recognition that companies listed on the Novo Mercado (Brazilian New Market Segment) in practice are, in the long run, changing the use of preferred shares for debt as a financing resource. / A tese propõe que empresas que emitem apenas ações com direitos de voto utilizam mais capitais de terceiros do que empresas que emitem tanto ações votantes quanto não votantes. No desenvolvimento do trabalho, foi demonstrada a relevância de relacionar endividamento ao fato de uma empresa emitir ou não ações sem direito a voto, considerando as principais teorias de estrutura de capital e a realidade brasileira. Como os modelos teóricos que explicam o nível de endividamento das empresas ainda carecem de capacidade explicativa, a busca por novos determinantes está presente na literatura de estrutura de capital. A ocorrência da emissão de ações em classes diferenciadas (dual-class) como fator impactante no nível de endividamento foi analisada sob três prismas: de mercado, dos setores e das empresas que unificaram suas ações. Pelas três investigações ficou evidenciada a perspectiva de que o endividamento seja menor nos casos de emissão de ações preferenciais, considerando o ambiente de negociação e regulamentação do Brasil. A aceitação da tese tem reflexos teóricos na identificação de um fator que deve ser levado em consideração nos modelos de estrutura de capital, bem como suscita a importância de gestores, investidores e credores reconhecerem que o fato de uma empresa ser dual-class impacta não apenas na sua estrutura de controle, mas principalmente em sua estrutura de capital. Entre as considerações da aceitação da tese, estaria o reconhecimento de que empresas que ingressam no Novo Mercado na prática estão, no longo prazo, trocando o uso de ações preferenciais como forma de financiamento pela emissão de dívida.

雙重股權結構現今於美國公司治理上的應用越來越普遍，在此股權結構下的公司透過具不同投票權的股票達到控制權與盈餘分配權分離，使內部經理人可以掌握公司的控制權，但相應而生的可能是經理人與股東間的代理問題，且並非所有等級的股票皆公開在市場上交易，這也使得公司資訊透明度降低，進而影響股票的流動性和公司價值，然而，對於雙重股權結構亦有研究持正面看法，如公司可藉控制權集中提升經營效率等。本研究由此為出發點，欲以聯貸市場的角度來檢驗雙重股權結構公司在進行聯貸時，是否會對聯貸條件產生影響，而貸款銀行面對公司的雙重股權結構又將採取何種風險評估角度。 本研究利用1991至2012年間美國公司的資料，研究結果顯示公司在雙重股權結構下，所獲得之聯貸條件並未呈現負面影響，其中原因可能存在於雙重股權結構的公司特性與其可能為公司創造的價值。

The classical corporation, as described by Berle and Means (1932), was characterized by ownership that is dispersed between many small shareholders, yet control was concentrated in the hands of managers. This ownership structure created the conflict of interest between managers and dispersed shareholders. More recent empirical work (see, e.g., La Porta et al. (1999) and Barca and Becht (2001)) has shown that ownership in many countries around the world is typically concentrated in the hands of a small number of large shareholders. As a result, an equally important agency conflict arises between large controlling shareholders and minority shareholders. On the one hand, large shareholders can benefit minority shareholders by monitoring managers (Shleifer and Vishny, 1986, 1997). On the other hand, large shareholders can be harmful if they pursue private goals that differ from profit maximization or if they reduce valuable managerial incentives (Shleifer and Vishny, 1997; and Burkart et al., 1997). In the presence of several large shareholders, a conflict of interest may arise between these controlling shareholders (see, e.g., Zwiebel (1995), Pagano and Röell (1998), and Bennedsen and Wolfenzon (2000)). They can compete for control, monitor each other, or form controlling coalitions to share private benefits. The question arises as to what determines the role of controlling shareholders in various firm policies and performance. Previous literature has noted that the incentives to expropriate minority shareholders are often exacerbated by the fact that the capital invested by the controlling shareholders is relatively lower than the voting control they achieve through the use of dual class shares (i.e., shares with differential voting rights) or stock pyramids (e.g., Claessens et al., 2002). Moreover, the identity of the shareholder (e.g., family vs. financial institution) is important for understanding the role of controlling shareholders (see, e.g., Holderness and Sheehan (1988), Volpin (2002), Claessens et al. (2002), and Burkart et al. (2003)). Using Swedish data, Cronqvist and Nilsson (2003) show that the agency costs of family owners are larger than the agency costs of other controlling owners. The role of controlling shareholders in transition countries is exacerbated by the fact that the legal and general institutional environment remains underdeveloped. In such an environment, strong owners may be the second best option to weak legal protection of investors (La Porta et al., 1997, 1998). The transition countries of central and eastern Europe are experiencing increasingly concentrated control structures, typically with the controlling owner actively involved in the management of the firm (Berglöf and Pajuste, 2003). Moreover, experience from transition countries suggests that foreign direct investment, where investors take controlling positions, have been critical to the successful restructuring of privatized firms. This thesis consists of four self-contained chapters that empirically examine various corporate governance issues. The common theme throughout the thesis is the focus on large shareholders, their identity, as well as to whether they deviate from the principle of one share-one vote. In particular, I examine the effect of large shareholders on firm value (in the first and third chapters), dividend policies (in the second chapter), and stock returns (in the final chapter). The first two chapters employ the data from Finland, the third looks at companies in seven European countries where deviations from one share-one vote are common, and the final one explores the evidence from transition countries. / Diss. Stockholm : Handelshögskolan, 2004