Dual class equity structures are a hotly debated issue in corporate governance. This instrument gives certain investors more power than others. Typically – but not necessarily – such schemes involve granting superior voting shares to founders or insiders. As a result, dual class equity structures are often popular with issuers, but are mostly rejected by investors. For what firms, and under which conditions, do dual class equity structures provide an effective instrument? Vote and Value puts forward the first systematic study into the issues and recent developments concerning dual class equity structures.
Dual class equity structures
This study analyzes dual class equity structures from a financial-economic, historical and comparative corporate governance perspective, focusing on the (legal) systems of the United States, Germany and the Netherlands. It demonstrates that dual class equity structures can be a suitable mechanism for some firms and under certain conditions. The author stresses the importance of the firm’s unique life-cycle in this regard. More specifically, dual class equity structures can be an effective instrument during shorter or longer parts of this life-cycle. The author compares the possible alternatives and provides a way forward.
Unparalleled in nuance and depth of discussion, this thought-provoking analysis deals with the corporation as a dynamic entity. It both broadens and deepens the currently available literature on the topic, which is typically limited to certain aspects of dual class equity structures in isolation.
On account of its holistic approach, this is a recommended reading for (prospective) lawyers, economists, judges and policy makers, especially those involved in corporate governance or mergers and acquisitions.
