TY - JOUR AU - Gompers,Paul A. AU - Ishii,Joy AU - Metrick,Andrew TI - Incentives vs. Control: An Analysis of U.S. Dual-Class Companies JF - National Bureau of Economic Research Working Paper Series VL - No. 10240 PY - 2004 Y2 - January 2004 UR - http://www.nber.org/papers/w10240 L1 - http://www.nber.org/papers/w10240.pdf N1 - Author contact info: Paul Gompers Harvard Business School Baker Library 263 Soldiers Field Boston, MA 02163 Tel: 617/495-6297 Fax: 617/496-8443 E-Mail: pgompers@hbs.edu Joy Ishii Stanford Graduate School of Business Littlefield 252 518 Memorial Way Stanford, CA 94305 Tel: 650-724-6376 Fax: 650-725-0468 E-Mail: ishii_joy@gsb.stanford.edu Andrew Metrick Yale School of Management 135 Prospect Street P.O. Box 208200 New Haven, CT 06520 Tel: 203/432-3069 E-Mail: metrick@yale.edu AB - Dual-class common stock allows for the separation of voting rights and cash flow rights across the different classes of equity. We construct a large sample of dual-class firms in the United States and analyze the relationships of insider's cash flow rights and voting rights with firm value, performance, and investment behavior. We find that relationship of firm value to cash flow rights is positive and concave and the relationship to voting rights is negative and convex. Identical quadratic relationships are found for the respective ownership variables with sales growth, capital expenditures, and the combination of R&D and advertising. Our evidence is consistent with an entrenchment effect of voting control that leads managers to underinvest and an incentive effect of cash flow ownership that induces managers to pursue more aggressive strategies. ER -