TY  - UNPD
A1  - Ferrarini, Guido A.
T1  - One share - one vote : a european rule?
T2  - Working paper series / Johann-Wolfgang-Goethe-Universität, Institute for Law and Finance ; 47
N2  - In this paper, I tackle the question whether one share - one vote should become a European law rule. I examine, first of all, the economic theory concerning one share - one vote and its optimality, and the law and economics literature on dual class recapitalizations and other deviations from one share - one vote. I also consider the agency costs of deviations from one share - one vote and examine whether they justify regulation. I subsequently analyze the rules implementing the one share - one vote standard in the US and Europe. In particular, I analyze the self-regulatory rules of US exchanges, the relevant provisions of the European Takeover Directive (including the well known break-through rule), and the European Court of Justice's position as to golden shares (which also are deviations from the one share - one vote standard). I conclude that one share - one vote is not justified by economic efficiency, as also confirmed by comparative law. Also the European breakthrough rule, which ultimately strikes down all deviations from one share - one vote, does not appear to be well grounded. Only transparency rules appear to be justified at EU level as disclosure of ownership and voting structures serves a pricing and governance function, while harmonisation of the relevant rules reduces transaction costs in integrated markets.
T3  - Working paper / Johann-Wolfgang-Goethe-Universität, Institut for Law and Finance - 47 
KW  - one share-one vote
KW  - corporate voting
KW  - non-voting shares
KW  - multiple-voting shares
KW  - golden shares
KW  - European Takeover Directive
KW  - break-through rule
Y1  - 2006
UR  - http://publikationen.ub.uni-frankfurt.de/frontdoor/index/index/docId/2644
UR  - https://nbn-resolving.org/urn:nbn:de:hebis:30-27628
UR  - http://www.ilf-frankfurt.de/uploads/media/ILF_WP_047.pdf
N1  - JEL Classifications: G32, G38, K22
PB  - Inst. for Law and Finance
CY  - Frankfurt am Main
ER  -