Other Methods of Creating a Divergence between Voting and Cash-Flow Rights
from Part I - Putting Dual-Class Stock into Context
Published online by Cambridge University Press: 29 October 2021
Dual-class stock is not the only method by which a founder can create a divergence between control and cash-flow rights in a company.Other solutions, known as ‘control-enhancing mechanisms’, such as board appointment rights, pyramid structures, cross-ownership structures, shareholders’ agreements, derivative instruments, preference shares and loyalty shares, could, on their face, create similar dynamics to dual-class stock.However, those control-enhancing mechanisms entail compromises that make them unpalatable to a founder specifically seeking to list his or her firm, divest of equity and retain control.Additionally, many of those control-enhancing mechanisms would arguably not be permitted for a premium tier company.Dual-class stock presents numerous benefits to a founder over other control-enhancing mechanisms, making them, even if they are permitted on the premium-tier, inadequate substitutes.Furthermore, if dual-class stocks were permitted on the premium tier, it is unlikely that this would result in an influx of other control-enhancing structures, since founders are unlikely to choose them over dual-class stock given the practicalities in using them to create the necessary divergence between control and cash-flow rights.In any case, certain control-enhancing mechanisms are more opaque than dual-class stock structure, and, therefore, the regulators should take a stricter approach to their utilisation than dual-class stock.
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