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  • Virginia Law Review

On Derivatives Markets and Social Welfare: A Theory of Empty Voting and Hidden Ownership

By: Jordan M. Barry, John William Hatfield and Scott Duke Kominers
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Abstract

In the past twenty-five years, derivatives markets have grown exponentially. Large, modern derivatives markets increasingly enable investors to hold economic interests in corporations without owning voting rights, and vice versa. This leads to both empty voters—investors whose voting rights in a corporation exceed their economic interests— and hidden owners—investors whose economic interests exceed their voting rights.
We present formal analysis that shows how, when financial markets are opaque, empty voting and hidden ownership can render financial markets unpredictable, unstable, and inefficient. By contrast, we show that when financial markets are transparent, empty voting and hidden ownership have dramatically different effects: they follow predictable patterns, encourage stable outcomes, and promote efficiency. Our analysis lends insight into the operation of securities markets in general and derivatives markets in particular. It also provides a new justification for a robust mandatory disclosure regime and facilitates analysis of proposed substantive securities regulations.

Keywords

Voting; Corporate Disclosure; Financial Markets; Ownership

Citation

Barry, Jordan M., John William Hatfield, and Scott Duke Kominers. "On Derivatives Markets and Social Welfare: A Theory of Empty Voting and Hidden Ownership." Virginia Law Review 99, no. 6 (October 2013): 1103–1168.
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About The Author

Scott Duke Kominers

Entrepreneurial Management
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