Nowadays, most startups are going for dual-class shares, including Dropbox & Snapchat. Besides this, existing large companies like Blue Apron, Alphabet, and Under Armour are also highly known to use this stock structure. Even Ford prefers this stock structure.
Under this stock structure, a typical new firm approves one standard share class with straightforward rights. An excellent example of these equitable is that each common stock share qualifies for a single vote on each matter, contingent upon stockholder approval.
Company founders have consistently been reluctant to surrender the authority they have pocketed with tears, sweat & blood once shareholders begin developing interest in the new company. However, as valuations fill out and venture and stockholders clash for deals, founders of particular new firms have acquired negotiating leverage. These founders generally put this leverage into action by applying a dual-class structure that oop offers additional entitlements to them.
This structure is more known as ‘Class A’ & ‘Class B’ stock. But how do dual-class shares work, and what important points should traders know about dual-class stocks? Let’s see!
Dual-class shares entail issuing two shares in one corporation, whereby one share gives out more command than the other. These shares give holders with more command share a voting authority over a corporation – that’s out of proportion to their investment interest. Generally, a single organization can make the dual-class share structure when applying a restructuring process or launching an IPO.
Companies create this multi-class share car to give specific shareholders a more considerable command in the direction the firm should follow. More specifically, companies implement these shares to create dissimilar voting rights. This two-tiered system refers to shareholders with ownership of & access to Class A shares and investors with ownership of & access to Class B shares.
Class B shareholders have more control than Class A shareholders, meaning they are generally fewer with more voting powers. Typically, Class B shares go for founders and some selected inside shareholders in the company. Therefore, dual-class shares structures are advantageous to investors with access to or ownership of Class B shares.
Companies issue dual-class shares to primarily retain the decision-making power within the sphere of originators, executives, and family members. The organization issues one set of shares in public with no voting power and offers another one to family members and executives. The second class allows executives and creators to authorize majority voting commands with a relatively small proportion of overall shares.
For example, in the Ford Company, Ford family members own 4% of the overall equity with 40% voting command. The family members retained this much command with that small equity proportion because the company implemented the dual-class share structure.
Another excellent case is Charlie Ergen – Echostar Communications CEO. He enjoys a 90% voting command with only 5% of the overall equity. Google also offered Class B shares to only its founding fathers, giving them ten times more voting control than Class A shareholders.
US corporations can sign up for the dual-class share structure on the NYSE, but the firms don’t have the right to back down a class’s voting rights after its listing. Besides this, they don’t have the right to establish new shares with more considerable voting control after being listed.
The biggest advantage of Dual-Class Share is that it provides a considerable amount of control to the entrepreneurs, investors, and shareholders. This control allows them to execute their charismatic and visionary ideas without worrying about the performance of the stock market.
This control also creates a trust among investors for the founders and entrepreneurs. Investors can trust in the process since the founders will make sure they incorporate their visions and ideas to make share profitable for all. This control allowed Mark Zuckerberg to make the decision by himself and buy Instagram when the deal was fair. If the shareholders were given a chance to participate, the deal may have been delayed or put off the table once and for all.
Another very distinctive feature of Dual-Class Share is that it protects entrepreneurs from the demands of ordinary shareholders. Therefore, the founder can make decisions as per his will and likings. If the founder pleases to make a certain deal, he does not have to answer minor shareholders. This may improve the growth rate of the company, since less hindrance is faced during decision-making.
Apart from many advantages, Dual-Class Share has a few repercussions as well. First of all, since all the control is centralized, there is a greater chance for making wrong decisions. When all the stakeholders are not involved in the decision-making process, the opinions become limited.
The centralised control can weaken the structure of the company. The accountability becomes difficult, as the decision-making process does not remain transparent and can be manipulated easily. If the management makes bad decisions, everyone in the company has to face repercussions.
Moreover, when all the stakeholders are not given a voice they may lose interest in the growth of the company. Therefore, leading the company towards slow growth, recession and failure. Company working staff lose interest to gather funds and be proactive in their work routine.
Lastly, such companies often face debt issues and become a burden with time. It is difficult to convert a company from dual-class share structure to single-class share structure.
Outlook & Conclusion
There is generally vast controversy in providing dual-class shares. While those supporting the dual-class share structure want to enhance strong management, allowing the executives and prime movers to retain more voting command, the investors don’t prefer having less voting control than executives & founders.
Most investors will not invest in these corporations because they want more considerable control with more voting command to drive the organization towards a specific direction. Since the dual-class share structure is disputed, the research field has many pieces of research under process that feature concerns on the two sides, trying to figure out better the advantages & disadvantages of implementing the dual-share structure.