As long as stock exchanges allow
dual shareholder classes, Google, Facebook and other Internet titans will probably never adopt a one - share, one - vote system.
Not exact matches
In November 2009, Facebook's board of directors voted to establish a
dual -
class stock structure, moving the existing shareholders stock from Class A to Class B shares, which carry 10 times the voting p
class stock structure, moving the existing
shareholders stock from
Class A to Class B shares, which carry 10 times the voting p
Class A to
Class B shares, which carry 10 times the voting p
Class B shares, which carry 10 times the voting power.
Now, Greenlight Capital is proposing a
dual share
class structure they say will unlock between $ 13 billion and $ 38 billion in
shareholder value.
Dual -
class share structures, which give controlling
shareholders more than one vote per share or designate some shares as non-voting, are particularly unpopular among governance wonks and institutional investors.
Particularly, common
shareholders need to be protected if a company institutes a change of control or collapses its
dual -
class structure.
Dual classes give some
shareholders more voting rights per share than others.
Dissident
shareholders of Twenty - First Century Fox Inc. (formerly part of the News Corp. media empire) are pushing Chairman and Chief Executive Officer Rupert Murdoch to give up the
dual -
class structure at the film and television company.
It is expected to choose New York, where companies can use the
dual -
class share structure even if the founding
shareholder is a company and not an individual.
When a company such as Facebook goes public with a
dual -
class share structure, everyone whines about how
shareholder - unfriendly it is.
Dual -
class structures are designed to make it difficult or impossible for non-founder
shareholders to generate a majority vote, which is needed to make certain changes at the company, such as replacing the CEO.
In particular, companies should be allowed to introduce
dual -
class shares after they have gone public, subject to a majority - of - minority
shareholder vote.
It can be argued that mega-mutual fund advisors have been drawn into an alliance with the
shareholder empowerment movement on the issues of proxy access and
dual class share structures created through IPOs like Snap Inc.'s, which resulted in a
class of non-voting shares, simply because of the business opportunity such an alliance represents.
He is also the author of several IGOPP policy papers, which offer new perspectives on a range of controversial issues including:
Dual -
class voting shares, Corporate Citizenship, The place of women on boards of directors, Say - on - Pay by
shareholders, The Gordian knot of executive compensation, The Troubling Case of Proxy Advisors, among others.
In addition to this general concern, a distinct source of potential conflict between managers» self - interest and the best interests of the
shareholders arises in
dual class recapitalizations.
But it also creates a
dual class share structure, which has given rise to a broader debate about legal protections for outside
shareholders and the role that securities regulators should play in Canadian capital markets.
Also it complains about Simon's «opaque disclosure and disenfranchising
dual -
class capital structure,» which is maybe a bit rich since Macerich simultaneously adopted a poison pill and staggered board to prevent its own
shareholders from voting on Simon's offer.
The first is a familiar one: A
shareholder group asked Alphabet to scrap its
dual - voting structure, proposed four years ago, that clumps most voting power in
Class B shares, which are primarily owned by Google co-founders and Alphabet chiefs Larry Page and Sergey Brin.
The other argument against a
dual -
class share structure is really just a corollary to the previous point and that is the issue that the general
shareholder's voice is not heard.
Aleph Investments generally will vote against proposals to move the company to another state less favorable to
shareholders interests, or to restructure
classes of stock in such a way as to benefit one
class of
shareholders at the expense of another, such as
dual classes (A and B shares) of stock.
Acted for a number of institutional
shareholders before the OSC and the court in opposing Magna's proposal to eliminate its
dual class share structure.
These
dual -
class structures have been used by other tech giants, like Facebook and Snap, and have been criticized by the SEC as unfair to other
shareholders.