04/03/2025
Published in
El Confidencial
Germán López Espinosa
Professor of Accounting at the University of Navarra and IESE
Managers often prefer a high level of shareholder dispersion in the companies where they work, as this allows them, among other things, greater freedom in decision-making, compensation, and an easier path to proposing corporate operations.
Agency Theory explains the conflicts that can arise between a company's managers and its shareholders when their interests are not fully aligned. To mitigate these conflicts, mechanisms are established to reduce the so-called agency costs.
In a publicly traded company with a high free float, where there are no significant reference shareholders, these costs can be higher. The absence of an investor with enough influence to shape the company's strategy can generate several effects: a reduced long-term vision, higher short-term incentive-based compensation, difficulties in replacing top executives, and weaker oversight in succession planning.
However, a highly dispersed shareholder base and a high free float also provide advantages. The high liquidity of its shares reduces the illiquidity premium, facilitates inclusion in benchmark stock indices, and makes it more attractive to institutional investors who prefer to avoid conflicts with controlling shareholders. Additionally, this type of company can attract a more diverse range of investors, strengthening its access to capital markets.
Table 1 presents the shareholder distribution of IBEX 35 companies. On average, the free float in these companies is 59.8%, while the market capitalization-weighted average rises to 65.5%. Regarding institutional ownership, institutions own an average of 25.5% of the capital (or 26.3% when weighted by market capitalization).
As shown in Table 1, 20 companies in the index have more than 50% of their capital in the stock market. Among these, 12 have at least one shareholder with a stake of 10% or more, while in the remaining eight, ownership is more dispersed, with no individual shareholder exceeding this threshold. This highlights the coexistence within the IBEX 35 of both dispersed shareholder structures and companies with reference investors holding at least 10% of the share capital. Additionally, analyzing the ownership of directors, executives, and senior management in the companies they work for, three firms stand out. In the real estate sector, Colonial and Merlin have stakes of 12.92% and 7.06%, respectively. In the concessions and infrastructure sector, Sacyr's senior management controls 8.94% of the share capital.
Table 2 contains data on market capitalization, dividend yield, return on invested capital (ROIC), and annualized realized volatility calculated from daily returns. The average dividend yield of IBEX 35 companies that have distributed dividends is 4.41%, or 4.13% when weighted by market capitalization. In this regard, Banco Sabadell (9.87%), Caixabank (8.82%), and Enagás (8.24%) stand out, as these three companies operate in mature industries where investor appeal is driven by dividend returns. In the case of Banco Sabadell, this is further accentuated as it is currently defending against a takeover bid.
Regarding return on invested capital (ROIC), the average is 7.21%, and the market capitalization-weighted average rises to 10.2%, slightly above the 8.48% weighted average cost of capital estimated by Aswath Damodaran for the U.S. market. The companies with the highest return on invested capital over the last 12 months are Logista (26.7%), Inditex (20.6%), and Laboratorios Rovi (20.4%). Logista benefits from a business model that allows it to finance itself with a high proportion of cost-free trade debt, while Inditex and Laboratorios Rovi achieve excellent returns through efficient operational management and low leverage.
Regarding volatility in 2024, the least volatile companies were Logista (13.91%), Telefónica (14.91%), and Iberdrola (15.49%), while the most volatile was Grifols due to the uncertainty generated by the publication of Gotham's report.
As observed, the IBEX 35 reflects mixed shareholder structures: although most index companies have more than 50% of their capital in the stock market, some have significant shareholders, while others exhibit a highly dispersed ownership structure. This diversity suggests that there is no single optimal corporate governance model; rather, each company adapts its shareholder structure to its strategic needs, financing requirements, and investor confidence.
In summary, a high free float in a publicly traded company presents both advantages and disadvantages. While liquidity and shareholder dispersion facilitate access to capital markets and reduce illiquidity costs, the absence of a reference shareholder can result in weaker oversight of management and make long-term strategic decision-making more challenging.
The current geopolitical context, marked by rising tensions among major powers, market fragmentation, and the resurgence of industrial and protectionist policies, has led governments to pay increasing attention to the shareholder structures of companies in strategic sectors. Within this framework, shareholder dispersion can play a key role in how easily or difficultly governments exercise their strengthened supervisory powers. While greater dispersion may reduce shareholders' ability to resist external influence and facilitate national investments or partnerships aligned with national or European interests, it can also make it harder to detect unwanted foreign investments.