CII Advocacy on Dual-Class Stock
In 2019 CII submitted a letter to the Delaware Bar and a letter to the American Bar Association petitioning to amend corporate law in those jurisdictions to prevent multi-class voting structures from extending beyond the seventh anniversary of an IPO, unless each class, voting separately, supports extending that structure by a majority of outstading shares. The ABA rejected CII's petition. The Delaware Bar also declined to recommmend the adoption of CII's proposed amendments.
In 2018 CII submitted a letter to NASDAQ and a letter to NYSE similarly asking these exchanges to require newly-listed companies to either abide by the proportionality principle or wind-down their dual-class structure within seven years of IPO, unless shareholders vote, on a share-for-share basis, to extend that dual-class structure. CII encourages market participants of all types to consider publicly supporting this reasonable compromise.