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.

In contrast to the United States and, to a lesser extent, China, the United Kingdom’s listed company tech market is threadbare, notwithstanding the pipeline of growing, successful private companies.As part of a package to support entrepreneurs and innovation, relaxing the premium tier prohibition of dual-class stock could attract flotations on the London Stock Exchange by enabling founders to divest of equity and generate finance for growth while retaining the control essential to them in pursuing their long-term visions.Although regulators, and institutional investors, fear that dual-class stock incentivises public shareholder expropriation by controllers, evidence from other jurisdictions, especially the United States, does not corroborate those fears, and many exchanges, such as Hong Kong, Singapore, Tokyo, Shanghai and India have recently determined that the benefits of dual-class stock outweigh the costs.However, evidence also suggests that existing dual-class firms are excessively discounted by the market, and the United Kingdom could, therefore, accrue a commercial advantage by reducing the cost of capital for dual-class firms through the judicious use of constraints.By tailoring those constraints carefully as proposed in this book, ‘founder without limits’ will not be feared, but will be seen as a critical piece of the jigsaw in boosting the British economy in uncertain times.