…tock (Jan. 2018), at http://www.cii.org /dualclass_stock (“CII continues to view one-share equal voting rights upon IPO as the optimal approach.”). [12] Many prominent dual-class companies and their managers seem to understand this problem and have ad…
…a ban, or at least sunset provisions, on dual class shares was slightly more convincing in their arguments. One Share, One Vote: Debating for Each Side On the side of at least encouraging sunset provisions for dual class share structures were: Anne Sh…
…vestors, available at http://www.cii.org/dualclass_stock ; Madison Marriage, “State Street asks SEC to block non-voting shares,” Financial Times (Jun. 18, 2017), available at https://www.ft.com/content/9595e5c4-51db-11e7-bfb8-997009366969 ; Chris Diet…
…n the initial public offerings (IPOs) of dual-class companies where shareowning is structured so that a minority will control the majority of the votes. From what I have seen, CalPERS has already opposed those that exist but this step would allow the…
…companies increasingly feel the need for dual class structures. Further discussion revealed that most (not sure about Facebook) are being structured so the dual class expires with the death of the founder. At least that’s better than carrying the lega…
…and vote against these directors both at dual-class companies (where your vote has little impact) AND at other companies where dual-class enablers also occupy board seats, for now. Print out the list today and use it when voting your proxies. The foll…
…ic companies that are controlled using a dual-class structure, but also may impact newly public companies with “Up-C” structures, even when there is no differential voting, because public holders have a class of stock with economic and voting rights,…
…he broader press about these issues when dual-class companies are going public. Maybe the discount would be even steeper. Dual-Class Panel Moderator: Jeffrey N. Gordon, Richard Paul Richman Professor of Law, Columbia Law School. Panelists as follows:…
…the many points made: Companies like the dual-class structure because they don’t have as much near-term pressure from shareholders. With one class, companies must continually educate their shareholders about coming attractions, without giving somethin…
…othing would have happened. Agreement on dual class because they have no choice with Glass Lewis and ISS. 5% of public companies now have but more in the case of companies that can do it. Doing more thorough background checks, especially as part of IP…
…ecent academic research shows that while dual-class companies on average have a valuation premium at the time of IPO, that advantage dissipates between six and nine years after IPO and then disappears. “We believe seven years is sufficient time for a…
…ugh the courts. Increasing prevalence of dual class voting structures. The program reported they are currently developing an IPO governance strategic plan using the following tactics: Develop an IPO governance expectations document, explaining the gov…
…e on a corporate board unless there is a dual class structure that essentially negates input by most shareowners. (see SVNACD: Red Flags of an Ethical Collapse & Alternative Proxy Voting Advice to Stem Dual Class IPOs). My biggest takeaway from that m…
…(2015): identify the situation in which dual-class structures are especially pernicious. Bebchuk and Hamdani, The Limits of Limiting Controlling Shareholders (2015). There are substantial differences between stand-alone controlled companies and those…
…ions above a certain amount. Eliminating dual classes of stock and voting rights. Requiring disclosure of political spending and/ or lobbying expenditures by the corporation with shareholder money. Looking back on the past two years I can happily repo…
…See the full analysis by M. Joy Hayes at Average Shareholders Likely Oppose Google’s Dual-Class Voting Structure, The Motley Fool….
…lts of a study that compared hundreds of dual-class companies with the larger universe of single-class companies from 1994 through 2001. “What you’d really like to do is give managers a lot of economic ownership in a company, but no votes, which is th…
…y can retain complete control by issuing dual class shares where the public puts up funds but essentially has no voice. Puppet directors serving corporate kings who hold a majority of votes using different classes of stock compound income and wealth i…
…Facebook 2021: Shareholder Proposals 4. Dual-Class Capital Structure E-J writes, “We oppose such differential voting power as it may have the effect of denying shareholders the opportunity to vote on matters of critical economic importance to them. W…
…t both Alphabet and Facebook, which have dual-class shares entrenching founders, to almost 12% at Twitter. Although Rhode Island’s treasurer voted in favor, other progressive public funds like CalPERS voted against it. Broadridge filed for no-action r…
…through mechanisms such as preferred or dual class shares entitled to vote on specified board seats. North Dakota has a Legacy Fund, which potentially gives it a voice in corporate governance. Other states and communities should explore investment op…
…volvement from investors. Companies with dual class shares seek ‘flippers’, not ‘owners’. Their shareholders have no real commitment to the company. They are just looking for the next big thing and will soon move on. Silicon Valley companies are among…
…rs put pressure on controlled companies? Dual class shouldn’t be banned but should cease with trigger events. Majority board independence. Cumulative voting for directors. Minority should have board representation. Stand up to board. If not enough liq…
…y possible that Ford Motor phase out its dual class share structure. Paying a little more in taxes wouldn’t hurt either. Vote AGAINST. Ford Motor: Shareholder Proposals EJ recommends FOR #5, AGAINST #6. I recommend voting FOR both proposals. Item #5,…
…-counting methodology for companies with dual-class voting structures? If so, what should that methodology be? Dual class shares should be banned or should be required to be phased out, otherwise the growing disparity in wealth will continue to accele…
…of Income Is Way Higher than You Think) Dual-class shares, recent tax reforms and the coming robotic/AI revolution aggravate the situation. (Is Inequality in America Irreversible?) Support for both Trump and Sanders came from voters seeking to addres…
…ey will no longer serve on boards unless dual-class stock ownership structures insulate management from the irrational demands of proxy advisors and shareowners. (see SVNACD: Red Flags of an Ethical Collapse & Alternative Proxy Voting Advice to Stem D…
…mpanies (e.g., less than $2 billion). b. Dual class voting is not a best practice. If a company has dual class voting, which sometimes is intended to protect the company from short-term behavior, the company should consider having specific sunset prov…
…rve bylaw formulations only in 3% of non-dual class surveyed companies, even though advisable. 79% of non-dual class surveyed companies require disclosure of derivative positions for nomination of director candidates. Proxy statements were often inacc…
…years. But there has been an increase in dual-class shares and other problematic practices. Deal size has more equalized. 2014 more frequently saw stock price also rise in second day. Increase in independent chairs but big increase in dual-class share…
…Reeds Board has opposed proxy access. b. Dual class voting is not a best practice. Although Reeds Inc. does not have a dual class voting structure, the Reed family owns about 26% of the company’s common stock, giving them similar control to what might…
…mpanies to go public that shouldn’t. The dual class share system many are using when they go public provides opportunities to take advantage of minority share owners. Buyers should beware. Frequently, we see a herd mentality, so the public buys no mat…
…to allow one vote per share. The current dual class structure allows certain stock to have more voting power than others. Our Company took money from public shareholders but does not let us have an equal proportionate voice in the company’s management…
…structures in Scandinavia. He finds that dual-class shares drive a wedge between cash-flow rights and control rights. “Firms with only on equity class are, on average, investing efficiently, whereas firms with dual-class equity structure are over-inve…
…PO buyers but they do own companies with dual-class shares when they become part of the index. The Council of Institutional Investors and others will be look to sunset such provisions. Next month’s program is on dual class shares. Virtual meetings, it…