Center for Law and Economic Studies
Center for Contract and Economic Organization
The Law and Finance account of the ubiquity of controlling shareholders in developing markets is based on conditions in the capital market: poor shareholder protection law prevents controlling shareholders from parting with control out of fear of exploitation by a new controlling shareholder who acquires a controlling position in the market. This explanation, however, does not address why we observe any minority shareholders in such markets, or why controlling shareholders in developing markets are most often family-based. This paper looks at the impact of bad law on shareholder distribution in a very different way. Developing countries typically provide not only poor minority protection, but poor commercial law generally. Specifically, the paper considers the impact on the distribution of shareholders of conditions in the product market, where the driving legal influence is the quality of commercial law that supports the corporation's actual business activities, and where the presence of a controlling family shareholder may help support reputation-based trading in a bad commercial law environment.
Ronald J. Gilson,
Controlling Family Shareholders in Developing Countries: Anchoring Relational Exchange,
Stanford Law Review, Vol. 60, p. 633, 2007; European Corporate Governance Institute (ECGI) Law Working Paper No. 79/2007; Stanford Law & Economics Olin Working Paper No. 333; Rock Center for Corporate Governance at Stanford University Working Paper No. 10; Columbia Law & Economics Working Paper No. 311
Available at: https://scholarship.law.columbia.edu/faculty_scholarship/1454