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省略号 · 2024年04月11日

股权占比多少算是concentrated ownership

NO.PZ2023040402000034

问题如下:

Emily Marker, CFA, is a fixed-income analyst for the Namsan Funds. Her supervisor asks her to identify ESG factors and value the corporate bonds of BR Hotels, a publicly traded boutique hotel company. Marker notes that BR Hotels is a “green hotel” company that prioritizes sustainability and has successfully reduced water and energy usage at its hotels. The founding family owns 55% of the outstanding shares. Each ownership share has equivalent voting rights.

The potential conflict between or among shareholders and managers of BR Hotels can best be described as:

选项:

A.

voting caps.

B.

a principal-agent problem.

C.

a principal-principal problem.

解释:

C is correct. BR Hotels has concentrated ownership, given that the family owns 55% of the shares. It also has concentrated voting power, since each ownership share has equal voting rights. In this ownership structure, the controlling shareholders have power over both management and minority shareholders. The controlling shareholders are referred to as strong shareholders and the managers as weak managers. The conflict in this structure exists between the controlling shareholders and the minority shareholders. The controlling shareholders can potentially divert resources for their own benefit at the expense of the minority shareholders. This conflict is referred to as a principal-principal problem.

A is incorrect since the conflict for BR Hotels is a principal-principal problem. Voting caps are legal restrictions on the voting rights of large share positions. They result from an ownership structure of concentrated ownership and dispersed voting rights.

B is incorrect since the conflict for BR Hotels is a principal-principal problem. The principal-agent problem occurs when the ownership structure has dispersed ownership and dispersed voting rights. In this case, the structure has weak shareholders and strong management, with a potentially significant conflict between the shareholders and the management.

股权比例达到多少才算大股东?

1 个答案
已采纳答案

王琛_品职助教 · 2024年04月12日

嗨,爱思考的PZer你好:


1

仅考虑股份占比,不考虑投票权的话

股份占比超过 50%,是多数股东 majority shareholders

股份占比小于 50%,是少数股东 minority shareholders

2

还有一个概念,是控股股东 controlling shareholders

考虑了投票权

因为不管股份占比是否超过 50%,只要投票权占比超过 50%,形成了控制 "with the ability to exercise control over the corporation",就属于控股股东

3

这道题中

首先,家族成员股份占比 55%,超过 50%

其次,同股同权 "Each ownership share has equivalent voting rights."

所以投票权占比也超过 50%

所以是控股股东 controlling shareholders

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