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ELSEVIERJournal of Corporate Finance 3 (1997) 189220Journal of CORPORATE FINANCELeadership structure: Separating the CEO and Chairman of the Board 1 James A. Brinkley, *, Jeffrey L. Cole's h, Gregg

S. Corporations to follow European corporate-governance models to reduce the risk that they may pay high dividends to their own shareholders in tax- sheltered U.S. subsidiaries. The following article by William E. Simon, a professor in the Department of Economics at Arizona State University, reviews the role that companies play in the economic system, analyzes the role of shareholding and of boards, and develops a model that can be applied to the U.S. companies. Shareholders activists are pressuring U.S. corporations to follow European model. James A. Brinkley, Jeffrey L. Cole's, The Board: The Political Process in Corporate Board Composition and Decision Making, 2nd Ed.,  University of Rochester, Rochester, NY 14627, USA William E. Simon, The Shareholder State: A Political Economy of Corporate Power, 4th ed., University of Massachusetts, Market, Amherst, MA 02446 USA Corporations have no obligation to share their profits with shareholders. Shareholders do, in theory, benefit from low dividend rates. However, shareholders do not benefit in this way in practice. In a simple sense, the average U.S. corporation dividend rate is zero, because corporate payrolls are so small that the shareholders do not benefit from any reduction in dividends. The reason is simple: the shareholders do not own the corporation. They are merely stockholders (stock ownership is very low among U.S. shareholders). U.S. corporations are, on average, very well organized, and they use their capabilities to gain the upper hand in all major industrial markets. Therefore, it is not surprising that company shareholders generally  vote their own interests: the best opportunity is to gain control of a company. The basic economic dynamic of a large company  will create an inevitable outcome: shareholders are compelled to reduce their dividend and to increase the price of shares in an attempt to gain control of the company. It turns out that such an outcome is possible.

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