Multi-Class Shares Flashcards
What are multi-class shares?
Share structures with multiple classes of shares offering unequal voting rights.
Why typically holds super-voting rights?
Founders and insiders
What is the goal of issuing multi-class shares?
To retain control while raising public capital
How do multi-class shares impact corporate control?
They create a separation between ownership and control
What are the main benefits of multi-class shares?
They reduce short-term market pressures and encourage long-term innovation
What are the main costs of multi-class shares?
Insider entrenchment and weakened governance
How do multi-class shares serve as an anti-takeover tool?
They prevent hostile takeovers by concentrating voting power in insiders’ hands.
What is the flexibility hypothesis?
Dual-class structures allow firms to focus on long-term goals without short-term interference.
What is the entrenchment hypothesis?
Dual-class shares enable insiders to prioritize personal benefits over shareholder value.
How do multi-class shares impact shareholder rights?
They limit public shareholders’ voting power, reducing their influence on governance.
What is Rule 19c - 4?
A proposed rule to enforce one-share-one-vote for all listed firms in the US.
How do regulatory events relate to multi-class shares?
They change the probability of one-share-one-vote adoption, affecting firm valuations.
What was the stock price response to increases in one-share-one-vote probability?
Positive for most firms, but negative for high-growth, innovative firms.
Why do innovative firms favor dual-class shares?
They reduce external pressures, fostering a focus on innovation and long-term projects.
How does strong monitoring impact the need for dual-class structures?
Firms with alternative monitoring mechanisms rely less on dual-class protections.