We provide a rationale for pyramidal ownership (the control of a …rm through a chain of ownership relations) that departs from the traditional argument that pyramids arise to separate cash ‡ow from voting rights. With a pyramidal structure, a family uses a …rm it already controls to set up a new …rm. This structure allows the family to 1) access the entire stock of retained earnings of the original …rm, and 2) to share the new …rm's non-diverted payo¤ with minority shareholders of the original …rm. Thus, pyramids are attractive if external funds are costlier than internal funds, and if the family is expected to divert a large fraction of the new …rm's payo¤; conditions that hold in an environment with poor investor protection. The model can di¤erentiate between pyramids and dual-class shares even in situations in which the same deviation from one share-one vote can be achieved with either method. Unlike the traditional argument, our model is consistent with recent empirical evidence that some pyramidal …rms are associated with small deviations between ownership and control. We also analyze the creation of business groups (a collection of multiple …rms under the control of a single family) and …nd that, when they arise, they are likely to adopt a pyramidal ownership structure. Other predictions of the model are consistent with systematic and anecdotal evidence on pyramidal business groups.