Since the beginning of the new millennium, an intense debate concerning whether or not a “one share - one vote” –principle should be obliged to the companies within the sphere of the European community, has risen. The EU-Commission commenced an extensive study of the usage of CEM’s cross the Member states, but found no clear evidence of whether an implementation of the “one share – one vote” –principle would be an advantage or disadvantage. Besides concluding in the theoretical studies, that voting- and ownership limitations is among the most dangerous CEM’s, the studies more or less overlooked these voting- and ownership limitations. The EU-Commission ultimately concluded (in a footnote) that there is “an empty box” in relation to these CEM’s. The Danish bank sector is prohibited by law to use dual class voting rights, thereby excluding the most widely used takeover defense in the Danish capital market. This paper documents an extensive usage of voting- and ownership limitations within the Danish bank sector, proving that the prohibition of dual class voting rights pushes the banks towards other mechanisms. By using a sample of all listed Danish banks, this paper examines the hypothesis that the usage of voting- and ownership limitations has a negative impact on financial performance during the period of 2002-2009. The performance analysis is conducted in two ways: firstly by using a ratio analysis, and secondly by statis-tical regression analysis. Using a ratio analysis of performance variables, this paper shows that banks who are using voting- and ownership limitations, perform slightly worse that those who are not. The regression analysis however, does not show any significant causality, leaving the hypothesis to be rejected on the basis of the statistical analysis. The results therefore show a somewhat ambiguous outcome, leaving room for improvements. This paper therefore presents three concrete initiatives on such improvements of the corporate governance in the Danish bank sector, consequently increasing shareholder value. These three initiatives are 1) prohibit the usage of voting- and ownership limitations, 2) increase the managerial base of liability and/or 3) abolish the prohibition of dual class voting rights for banks. While initiatives 1) and 3) seek to limit the free rider-problem, initiative 2) seeks to increase management performance and thereby limit private benefits.
|Educations||MSc in Commercial Law, (Graduate Programme) Final Thesis|
|Number of pages||77|