- CII Policies
- CII Correspondence and Testimony
- Comment Opportunity Tracker
- Dual-Class Stock
- Majority-Supported Shareowner Proposals
- Director Elections
- Executive Compensation
- Fair Financial Rules
- Investor-Company Engagement
- Independent Board Leadership
- Legal Issues
- Proxy Voting Guidelines & Stewardship Resources
- Activism Bulletin Board
Dual-Class Stock
CII's policies endorse the principle of "one share, one vote": every share of a public company's common stock should have equal voting rights. When a company goes to the capital markets to raise money from the public, equity investors with the same residual claims should have equal protections and rights, including the right to vote in proportion to the size of their holdings. Classical principal-agent risks are exacerbated for investors when equity structures skew the alignment of ownership and voting rights, which is why the "one share, one vote" principle has been a core focus for CII since its founding in the 1980s.
The vast majority of U.S. publicly traded companies (about 9 in 10) have a "one share, one vote" structure. Other companies typically have a superior class of common stock with more votes per share than an inferior class, with founders, their families or other insiders holding the superior class. The ratio most frequently employed is 10 votes per superior share to one vote per inferior share, although a troubling number of newly public companies have shown a fondness for even more egregious ratios and more than two classes.
As a policy matter, "dual-class stock" broadly encompasses any equity structure providing unequal (or "weighted") voting rights, regardless of the number of share classes issued. The "dual class" debate therefore extends to triple-class companies like Snap Inc. and can extend even to unusually structured single-class companies. For example, Spotify's IPO registration statement introduced one class of ordinary shares, each entitled to one vote; but the company also granted insiders 10 "beneficiary certificates" for each ordinary share held. Each certificate provides one additional vote but no economic rights. Thus, Spotify's structure functions as de facto dual class while complying with an overly-narrow definition of "one share, one vote."
Sunset provisions: A path to alignment
A limited but increasing number of dual-class companies are choosing to go public with time-based sunset provisions incorporated into their charters. Such a provision automatically winds down the dual-class structure upon a chosen anniversary of the IPO, reducing agency risk for long-term investors. Click here for examples of a range of approaches that dual class companies have taken with temporal sunsets. Since 2016 CII has supported sunset provisions if necessary to achieve alignment over a reasonable period of time. CII continues to view equal voting rights upon IPO as the optimal approach, and the overwhelming majority of U.S. IPOs indicate a consistent view. Click here for CII statistics on U.S. IPOs in 2017.
Index providers: No longer blind to voting rights
Historically there have been formidable impediments to broadly addressing the separation of ownership from voting rights. Stock exchanges could voluntarily address the problem by ensuring their listing standards bar companies with dual-class structures. U.S. exchanges have rebuffed formal proposals to act, while some non-U.S. exchnages with long-standing "one share, one vote" requirements recently have yielded to "race to the bottom" pressure to attract new listings. The Securities and Exchange Commission lacks statutory authority to force exchanges to curb unequal voting rights of listed companies. A federal suit brought decades ago by the Business Roundtable established judicial precedent against the SEC taking action. Global regulatory coordinators are empowered to provide guidance, not compel action.
That is why CII and many institutional investors have looked to index providers, which traditionally have been blind to voting rights, to discourage dual-class structures. Following Snap Inc.’s 2017 IPO with non-voting shares and requests by CII and other concerned investor groups, three major index providers opened public consultations on their treatment of no-vote and multi-class structures.
The vast majority of U.S. publicly traded companies (about 9 in 10) have a "one share, one vote" structure. Other companies typically have a superior class of common stock with more votes per share than an inferior class, with founders, their families or other insiders holding the superior class. The ratio most frequently employed is 10 votes per superior share to one vote per inferior share, although a troubling number of newly public companies have shown a fondness for even more egregious ratios and more than two classes.
As a policy matter, "dual-class stock" broadly encompasses any equity structure providing unequal (or "weighted") voting rights, regardless of the number of share classes issued. The "dual class" debate therefore extends to triple-class companies like Snap Inc. and can extend even to unusually structured single-class companies. For example, Spotify's IPO registration statement introduced one class of ordinary shares, each entitled to one vote; but the company also granted insiders 10 "beneficiary certificates" for each ordinary share held. Each certificate provides one additional vote but no economic rights. Thus, Spotify's structure functions as de facto dual class while complying with an overly-narrow definition of "one share, one vote."
Sunset provisions: A path to alignment
A limited but increasing number of dual-class companies are choosing to go public with time-based sunset provisions incorporated into their charters. Such a provision automatically winds down the dual-class structure upon a chosen anniversary of the IPO, reducing agency risk for long-term investors. Click here for examples of a range of approaches that dual class companies have taken with temporal sunsets. Since 2016 CII has supported sunset provisions if necessary to achieve alignment over a reasonable period of time. CII continues to view equal voting rights upon IPO as the optimal approach, and the overwhelming majority of U.S. IPOs indicate a consistent view. Click here for CII statistics on U.S. IPOs in 2017.
Index providers: No longer blind to voting rights
Historically there have been formidable impediments to broadly addressing the separation of ownership from voting rights. Stock exchanges could voluntarily address the problem by ensuring their listing standards bar companies with dual-class structures. U.S. exchanges have rebuffed formal proposals to act, while some non-U.S. exchnages with long-standing "one share, one vote" requirements recently have yielded to "race to the bottom" pressure to attract new listings. The Securities and Exchange Commission lacks statutory authority to force exchanges to curb unequal voting rights of listed companies. A federal suit brought decades ago by the Business Roundtable established judicial precedent against the SEC taking action. Global regulatory coordinators are empowered to provide guidance, not compel action.
That is why CII and many institutional investors have looked to index providers, which traditionally have been blind to voting rights, to discourage dual-class structures. Following Snap Inc.’s 2017 IPO with non-voting shares and requests by CII and other concerned investor groups, three major index providers opened public consultations on their treatment of no-vote and multi-class structures.
- First mover: A FTSE Russell consultation resulted in a decision to exclude past and future developed market constituents whose free float constitutes less than 5 percent of total voting power. As the first mover among major index providers, FTSE Russell has indicated its intention to consider raising the 5 percent threshold in the future.
- Second mover: An S&P Dow Jones consultation resulted in a decision to bar the addition of multi-class companies to the S&P Composite 1500 index and its components, which covers the S&P 500, MidCap 400 and SmallCap 600 indexes. Existing consitutents are permanently grandfathered.
- Potential third mover: MSCI's initial consultation contemplated excluding constituents' no-vote shares from index contribution if the company's listed shares constituted under 17% of total voting power (or 25% for new constituents). After further consideration, MSCI released an expanded consultation along with a discussion paper proposing, in lieu of thresholds, an adjustment to each security based on the proportion of total voting power in free float hands. CII's supporting comment letter agrees to a three-year grace period for existing constituents, recommends exemptive relief for adopters of reasonable sunset provisions, and suggests gradually implementing the new methodology to mitigate disruption. MSCI has extended its original comment deadline, and will accept input through September 28. A decision is expected by October 31.
Download CII's 2018 List of Dual-Class Companies
Download CII's List of Companies with Time-Based Sunset Approaches to Dual-Class Stock
Download CII's 2017-2018 IPO Statistics
The Rise of No-Vote Shares
A growing number of companies are adopting triple-class share structures that include a separate class of stock that offers shareholders no voting rights at all. Snap Inc. was the first company in recent years to make its initial public offering (IPO) with just non-voting shares. Other young companies, including Blue Apron and Altice USA, went public with triple-class capital structures that include a class of non-voting stock in reserve.
No-vote shares are a full-scale repudiation of the “one share, one vote” principle that is core to good corporate governance. Though such shares legally are equities, they function more like subordinated partnership units; holders get a stake in the returns, whether positive or negative, but little else. Non-voting shares rob shareholders of the means to hold management and boards accountable. They amount to a perpetual-control device that lets founders hang onto 100% of their power over the company even as their economic stake shrinks. Yet many investors who use indexing strategies will indirectly invest in Snap and any other company that issues non-voting shares if major index providers include these share classes in their indexes.
CII and many investors believe no-vote shares have no place in public companies. CII continues to advocate for listing standards that promote the “one share, one vote” principle at U.S. and non-U.S. exchanges. To learn more, listen the CII podcast.
Download CII's List of Companies with Time-Based Sunset Approaches to Dual-Class Stock
Download CII's 2017-2018 IPO Statistics
The Rise of No-Vote Shares
A growing number of companies are adopting triple-class share structures that include a separate class of stock that offers shareholders no voting rights at all. Snap Inc. was the first company in recent years to make its initial public offering (IPO) with just non-voting shares. Other young companies, including Blue Apron and Altice USA, went public with triple-class capital structures that include a class of non-voting stock in reserve.
No-vote shares are a full-scale repudiation of the “one share, one vote” principle that is core to good corporate governance. Though such shares legally are equities, they function more like subordinated partnership units; holders get a stake in the returns, whether positive or negative, but little else. Non-voting shares rob shareholders of the means to hold management and boards accountable. They amount to a perpetual-control device that lets founders hang onto 100% of their power over the company even as their economic stake shrinks. Yet many investors who use indexing strategies will indirectly invest in Snap and any other company that issues non-voting shares if major index providers include these share classes in their indexes.
CII and many investors believe no-vote shares have no place in public companies. CII continues to advocate for listing standards that promote the “one share, one vote” principle at U.S. and non-U.S. exchanges. To learn more, listen the CII podcast.