Is One Share/One Vote Optimal?

In a tender offer by a value increasing raider, voting shareholders face a free-rider problem. However, when they are not atomistic, they do not completely free-ride. In contrast, non-voting shareholders, who are never pivotal for the success of the offer, are absolute free-riders. Hence in this case there is a gain from departing from one share/one vote. This departure also has a cost; there is an increased vulnerability to value decreasing raiders, and the optimal governance structure balance the cost and that gain. 

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