María Gutiérrez Urtiaga, María Isabel Saez

Series number :

Serial Number: 

Date posted :

February 01 2015

Last revised :

February 27 2015
SSRN Share


  • Corporate governance • 
  • ownership structure • 
  • ownership concentration • 
  • corporation law • 
  • payout policy • 
  • dividends • 
  • institutional investors • 
  • Hedge Funds • 
  • Activists • 
  • Independent Directors

Most listed firms have concentrated ownership structures. However this ownership type is problematic. A clinical analysis reveals that the corporate governance in these firms in terms of liability, voice and exit faces important design problems.

Our analysis shows that the corporate governance of these firms is mainly aimed at checking the shareholders-manager agency problem leaving the controlling shareholder-minority agency problem unresolved. Therefore it is crucial to provide growing companies with commitment tools that allow them to access capital markets and to raise funds from outside investors in better terms without having to give up the benefits of control. This leads us to a proposal that could improve the protection of outside investors while maintaining the informational benefits of concentrated ownership structures: a ?Say-on-Dividend? policy. This proposal is centered in empowering independent directors and activist and institutional investors in the design of dividend policy as informed intermediaries that can represent the voice of the outside investors in the control of the funds that they invest in the firm.


Real name:
María Isabel Saez