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9 - A Balanced Protection Package for Inferior-Voting Shareholders

from Part III - Formulating a Policy on Dual-Class Stock

Published online by Cambridge University Press:  29 October 2021

Bobby V. Reddy
Affiliation:
University of Cambridge
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Summary

It is imperative that any dual-class firm public shareholder protection package is balanced, such that public shareholders are protected from the most egregious forms of abuse, but constraints are not so severe that they deter the listing of firms by founders that a relaxation of the premium tier rules would be seeking to attract.The package proposed comprises transfer-driven, director-linked and ownership-linked sunset clauses (which convert dual-class stock into one share, one vote upon the occurrence of specific events), additional approvals (treating shares uniformly as one share, one vote) for specific resolutions, conditions on post-IPO enhanced-voting share issuances, enhanced independent director appointment rights, a stronger related-party transaction regime, disclosure of inferior-voting shareholder voting, AGM-resolution proposal mechanics and enhanced disclosure requirements generally.Additionally, the FCA would have discretion as to whether to admit dual-class firms based upon broad admissions criteria, and dual-class stock would only be available to new public issuers of equity.The package gives public shareholders comfort that the dual-class stock trade-off is more likely to swing in a positive direction, and smooths the path towards permitting dual-class firms on the premium-tier in a manner that maintains the tier’s reputation while also giving founders scope to pursue their long-term visions.

Type
Chapter
Information
Founders without Limits
Dual-Class Stock and the Premium Tier of the London Stock Exchange
, pp. 339 - 416
Publisher: Cambridge University Press
Print publication year: 2021

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