We examine the relation between the shareholder base and payout policy. Consistent with the idea that the shareholder base is related to the cost of external financing we find that fi rms with small shareholder bases have lower payout levels and maintain higher cash holdings. We show that undertaking an open market repurchase results in a signi cant reduction in the size of the shareholder base. Consequently, we find that firms with small shareholder bases are less likely to undertake a repurchase (reduce the shareholder base even further) and are more likely to pay special dividends. Electronic copy available at: http://ssrn.com/abstract=1107118 sharing model where the size of the …rm's investor base is negatively related to the required return on the …rm and hence its cost of capital. 3 In this setting, a small shareholder base implies that a limited fraction of the market is informed about the stock and hence the …rm has a limited number of investors to raise capital from. Merton argues that the shareholder base can be expanded (allowing more funds to be raised), but at an increasing cost. 41 Brennan and Tamarowski (2000) and Bushee and Miller (2008) it has been documented that analysts tend to follow …rms that have more investors. 5;6 So a large investor base leads to greater analyst coverage and overall more information production which ultimately implies less asymmetric information about the …rm.Both of the above arguments imply that external …nancing is costly for …rms with small shareholder bases. E¤ectively, for …rms with limited shareholder bases there is a wedge between the internal and external cost of funds. 7 We develop and test three hypotheses concerning the relation between the shareholder base and payout policy using a sample of …rms on NYSE, NASDAQ and AMEX between 1984 and 2004. First, a negative relation between the cost of external …nancing and the shareholder base implies that we expect …rms with small shareholder bases to maintain higher cash reserves and pay out less to their shareholders. We …nd that small shareholder base …rms have lower payout levels and have larger cash reserves. Firms at the 25 th percentile of the shareholder base hold between 4:75% and 6:38% more in cash reserves and pay out a larger number of shareholders, implying that the shareholder base can be expanded at a cost. 5 See Bhushan and O'Brien (1990).6 Additionally, Bjerring, Lakonishok, Vermaelen (1993), Dimson and Marsh (1984) and Womack (1996) document that analyst forecasts are informative. repurchasing …rms experience, on average, a 3:69% increase in the shareholder base over a two year period. Additionally, we …nd that special dividends either have a neutral or even positive e¤ect on the shareholder base. Hence, we argue that while repurchases are more tax e¢ cient they come at a cost of reduction in the shareholder base and therefore higher costs of external …nancing.Third, given that a repurchase reduces the size of the shareholder base, we examine whether …rms with already limited sharehold...