Book contents
- Founders without Limits
- Cambridge University Press
- Founders without Limits
- Copyright page
- Contents
- Figures
- Tables
- Preface
- Acknowledgements
- Table of Cases
- Table of Legislation and Regulation
- Abbreviations
- Introduction
- Part I Putting Dual-Class Stock into Context
- Part II Evaluating Dual-Class Stock
- Part III Formulating a Policy on Dual-Class Stock
- 8 The Existing Constraints
- 9 A Balanced Protection Package for Inferior-Voting Shareholders
- Epilogue
- Appendix Comparison of Inferior-Voting Shareholder Protections on Major Dual-Class Stock Exchanges
- Index
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
- Founders without Limits
- Cambridge University Press
- Founders without Limits
- Copyright page
- Contents
- Figures
- Tables
- Preface
- Acknowledgements
- Table of Cases
- Table of Legislation and Regulation
- Abbreviations
- Introduction
- Part I Putting Dual-Class Stock into Context
- Part II Evaluating Dual-Class Stock
- Part III Formulating a Policy on Dual-Class Stock
- 8 The Existing Constraints
- 9 A Balanced Protection Package for Inferior-Voting Shareholders
- Epilogue
- Appendix Comparison of Inferior-Voting Shareholder Protections on Major Dual-Class Stock Exchanges
- Index
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.
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- Founders without LimitsDual-Class Stock and the Premium Tier of the London Stock Exchange, pp. 339 - 416Publisher: Cambridge University PressPrint publication year: 2021