What Do Shareholders' Coalitions Really Want? Evidence from Italian Voting Trusts

This paper studies the effects of having multiple large shareholders who share the control of firms, by analysing a unique dataset of Italian shareholders' agreements (voting trusts). We investigate the separation between ownership and control granted by such agreements, showing that, on average, a voting trust owning 52 percent of the total company's cash-flow rights is able to exercise up to 87 percent of the total board rights; the wedge is particularly beneficial to the largest shareholder within the voting trust who is able to get the majority of board rights despite owning only a minority fraction of the company's cash-flow rights. Then, an event-study analysis of a sample of voting trusts' announcements is performed. The results support the entrenchment effects hypothesis (Stulz, 1988) linking the ownership structure and the firm value, and are consistent with the view that, in Italy, voting trust agreements are mainly aimed at both protecting controlling shareholders from hostile takeovers and entrenching incumbent management.