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Explain how ownership structures differ around the world and how those differences may shape corporate governance policies and practices

CFA® Level II · Corporate Finance · Environmental, Social, and Governance (ESG) Considerations in Investment Analysis · L2.CI.2.a

The idea

Ownership ranges from dispersed, where many small holders own the company and the main risk is a principal–agent conflict with professional managers, to concentrated, where a family, the state or another company holds control. Concentrated control reduces manager–owner conflicts but creates principal–principal conflicts, in which controlling holders may benefit at minority holders' expense, for example through related-party transactions. Dual-class shares and pyramid (vertical) structures let controllers hold more votes than economic interest: with 10 votes per Class B share, a family holding a quarter of the equity, all of it in Class B, commands 76.9% of the votes, about three-quarters. Weak legal protection for minorities magnifies the risk. The trap is judging governance only by board composition, ignoring who holds the votes.

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