When startup founders hear that Mark Zuckerberg received “founder’s stock” with 10-to-1 voting rights, the natural reaction is: Should I get that too? The impulse is understandable. As a founder, you may worry—sometimes...more
Welcome to the Corporate Briefing, where we review the latest developments in UK corporate law that you need to know about. ...more
The Takeover Panel has published a consultation paper on dual class share structures, IPOs and share buybacks. The proposed amendments to the Takeover Code clarify how the mandatory offer requirements apply to a company with...more
Dual-class share structures involve two or more classes of authorized common stock, with one class having the traditional one vote (or, in the rare case of Snap, no votes) per share, and the other class having multiple votes...more
For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s top public companies (Fenwick – Bloomberg Law Silicon Valley 150 List), with the goal of educating...more
The two dominant proxy advisory firms — Institutional Shareholder Services (ISS) and Glass Lewis (GL) — have issued their policy updates for the 2022 proxy season. These updates reflect the continuing trend of institutional...more
The UK Financial Conduct Authority (“FCA”) has published Policy Statement PS 21/22 (the “Policy Statement”) which follows up on its summer 2021 consultation paper CP 21/21 “Primary Markets Effectiveness Review” (“CP 21/21”)....more
The FCA has welcomed Lord Hill’s recommendations from the UK Listings Review, launched by HM Treasury last November. The review has highlighted that the listing regime is in need of reform and now is the time to act....more
What is a Dual-Class Stock Structure? A dual-class stock structure basically means that a company has given disproportionate voting rights to one group of shareholders, typically its founders....more
This update provides an overview of recent developments that will affect preparation of annual results and annual reports for companies listed on The Stock Exchange of Hong Kong Limited (HKEX). In particular, it covers...more
ISS announced the launch of its benchmark voting policy comment period which will help set policy for the upcoming proxy season....more
Institutional investors continue to express concerns regarding dual class share structures. The Council of Institutional Investors has petitioned the Nasdaq Stock Market to change its listing rules in order to require that...more
It is not uncommon these days to see family-owned businesses with two classes of stock. Typically, one class has both voting and economic rights; the other class has only economic rights. With this structure, a couple of...more
After publishing the “New Board Concept Paper” in December 2017, the Stock Exchange of Hong Kong Limited (the Exchange) issued a consultation paper on February 23, 2018, titled “A Listing Regime for Companies From Emerging...more
Dual or multi-class capitalization structures generally allow companies to sell large amounts of shares to the public while maintaining control in the hands of the founders and early investors. Popularized by the Google IPO...more
After publishing the “New Board Concept Paper Conclusions” in December 2017, the Stock Exchange of Hong Kong Limited (the Exchange) issued on 23 February 2018 a consultation paper entitled “A Listing Regime for Companies From...more
In a speech given early in the week at Stanford University’s Rock Center for Corporate Governance, titled, “Mutualism: Reimagining the Role of Shareholders in Modern Corporate Governance,” Commissioner Stein addressed a broad...more
A Comparison of Large Public Companies and Silicon Valley Companies - As outside legal counsel to a wide range of public companies in the technology and life sciences industries, many of which are based in Silicon...more
Dual class share structures have been thrust back into the spotlight by a recent flurry of initial public offerings of subordinate voting shares, a proposed going private transaction of a dual class share company and...more