Why they persist? An analysis of dual class structures and the unification process in the U.S. and Brazil

The unbundling of cash flow and voting rights has been severely criticized worldwide and yet, the dual class structure persists as an alternative widely adopted by firms. This paper aims to provide some explanations as to why this happens, particularly from a comparative perspective that analyzes th...

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Main Author: Gabriela M. Engler Pinto
Format: Article
Language:English
Published: Fundação Getúlio Vargas, Escola de Direito 2014-06-01
Series:Revista Direito GV
Subjects:
Online Access:http://www.scielo.br/scielo.php?script=sci_arttext&pid=S1808-24322014000100002&tlng=en
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author Gabriela M. Engler Pinto
author_facet Gabriela M. Engler Pinto
author_sort Gabriela M. Engler Pinto
collection DOAJ
description The unbundling of cash flow and voting rights has been severely criticized worldwide and yet, the dual class structure persists as an alternative widely adopted by firms. This paper aims to provide some explanations as to why this happens, particularly from a comparative perspective that analyzes the contexts of Brazil and the United States, two countries that take a rather different approach regarding corporate ownership structures. In order to do so, it reviews the panorama of dual class structures, their main characteristics and the unification process that both countries underwent. On top of these discussions, this paper presents some arguments to explain why the dual class structure still persists both in Brazil and in the U.S. (although with variable intensity), despite all the criticism aimed at the segregation of cash flow and voting rights.
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spelling doaj-art-cee289ad6351410781c4a9ab203d1ee02025-02-02T12:26:32ZengFundação Getúlio Vargas, Escola de DireitoRevista Direito GV2317-61722014-06-011012352Why they persist? An analysis of dual class structures and the unification process in the U.S. and BrazilGabriela M. Engler Pinto0PUC-SPThe unbundling of cash flow and voting rights has been severely criticized worldwide and yet, the dual class structure persists as an alternative widely adopted by firms. This paper aims to provide some explanations as to why this happens, particularly from a comparative perspective that analyzes the contexts of Brazil and the United States, two countries that take a rather different approach regarding corporate ownership structures. In order to do so, it reviews the panorama of dual class structures, their main characteristics and the unification process that both countries underwent. On top of these discussions, this paper presents some arguments to explain why the dual class structure still persists both in Brazil and in the U.S. (although with variable intensity), despite all the criticism aimed at the segregation of cash flow and voting rights.http://www.scielo.br/scielo.php?script=sci_arttext&pid=S1808-24322014000100002&tlng=enDual class structuresunificationcorporate ownershipone share one vote
spellingShingle Gabriela M. Engler Pinto
Why they persist? An analysis of dual class structures and the unification process in the U.S. and Brazil
Revista Direito GV
Dual class structures
unification
corporate ownership
one share one vote
title Why they persist? An analysis of dual class structures and the unification process in the U.S. and Brazil
title_full Why they persist? An analysis of dual class structures and the unification process in the U.S. and Brazil
title_fullStr Why they persist? An analysis of dual class structures and the unification process in the U.S. and Brazil
title_full_unstemmed Why they persist? An analysis of dual class structures and the unification process in the U.S. and Brazil
title_short Why they persist? An analysis of dual class structures and the unification process in the U.S. and Brazil
title_sort why they persist an analysis of dual class structures and the unification process in the u s and brazil
topic Dual class structures
unification
corporate ownership
one share one vote
url http://www.scielo.br/scielo.php?script=sci_arttext&pid=S1808-24322014000100002&tlng=en
work_keys_str_mv AT gabrielamenglerpinto whytheypersistananalysisofdualclassstructuresandtheunificationprocessintheusandbrazil