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You will immediately notice that this blog covers a wide range of themes - in fact, whatever takes my fancy or whatever I feel strongly about that is current or topical. Although themes may relate to business, corporate or organisational issues (i.e. the core talents of JCG), they also cover issues on which JCG also feels warranted to comment, such as social issues, my books, other peoples' books and so on. You need to know that comments are moderated - not to stifle disagreement - but rather to eliminate obnoxious or incendiary comments. If a reader wishes to pursue any specific theme in more detail, specifically in relation to corporate, business or organisational issues, or in relation to my books, then the reader is invited to send an off-line email with a request. A prompt response is promised. I hope you enjoy this blog - sometimes informed, sometimes amused and sometimes empassioned. Welcome and enjoy.
JJJ

20 March 2010


How to deal with a controlling shareholder

It largely depends on:


1) whether the entity being controlled is a listed corporation or not?

2) who is concerned about the influence of the "controlling" shareholder?

Strictly speaking, the shareholders (controlling or not) should determine corporate outcomes (using the principles of Shareholder Metrics - i.e. find out what the shareholders want and focus the corporation on delivering those outcomes against the dimensions of value, benefit, growth and risk.) This of course is if you accept the Property view of the corporation (i.e. the organisation is owned by its shareholders and all that the corporation does is for the benefit of those shareholders.)

In that context, the CEO is being paid to satisfy shareholders so if he/she is the one upset by the controlling shareholders' focus, then he/she needs to reconcile his/her relationship with those shareholders and understand the principles of Agency Theory (and practice).

If the entities who are "upset" are other shareholders, then they should meet with the controlling shareholder to determine areas of common ambition (i.e. corporate outcomes) and reconcile any differences.

If it is the board that is having a problem with the controlling shareholder, then 1) same comments apply as for the CEO; and 2) the board should undertake a Shareholder Metrics assessment to identify the corporate outcomes expected by all shareholders. If those expectations differ from the controlling shareholder, then remedial strategies (and probably a whole lot of two-way communication) may be required. The board will, with Shareholder Metrics, be able to mount an argument that it has an obligation to all shareholders and not just the controlling shareholder. Without the metrics, it just becomes a game of testosterone and power.

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