dual class stock – ValueEdge Advisors

Comcast: How Many More Times Do We Have to Explain One Share One Vote?

Our concerns about Comcast go back a long way. Our predecessor company, The Corporate Library (now GMI Analyst, a part of MSCI), we gave Comcast and its board a rare F rating for catastrophically poor corporate governance. If there was a lower grade than F, we would have given it to them. And if we were still grading…

Dual share structures could erode accountability at the top | Financial Times

George Dallas writes about the possibility of loosening restrictions on dual class stock in the UK. We only disagree with one point — he says it is “ironic” that this is being considered just after the adoption of the robust new UK stewardship code that is the new standard other jurisdictions should aspire to. It…

CII Letter to Delaware State Bar Association: Limiting Multi-Class Voting Structures

We are writing on behalf of the Council of Institutional Investors (CII) to request that the Delaware State Bar Association propose to the Delaware General Assembly that Delaware General Corporation Law (DGCL) be amended to limit the authority of Delaware corporations listed on national securities exchanges to adopt multi-class common stock structures with differential voting…

Camping World performance under Marcus Lemonis shows why governance matters

VEA Vice Chair Nell Minow was quoted in a story about Camping World, a public company that has dual class stock and a staggered board and is performing poorly: “Staggered boards were adopted in the 1980s and 1990s as an antitakeover measure,” says Nell Minow, who advises companies on governance as vice chair of Valueedge…

Activists launch campaign to remove Zuckerberg from Facebook board | TheHill

Two activist groups on Monday launched a campaign to oust CEO Mark Zuckerberg from Facebook’s board of directors, arguing his “sweeping” control of the company presents a barrier to civil rights and privacy reform. Digital civil rights group Color of Change and Majority Action, a corporate accountability organization, told the Securities and Exchange Commission that they will be urging Facebook shareholders to…

Commentary: Dual-class structures rob voices of shareholders – Pensions & Investments

CII’s Amy Borrus writes about concerns that dual class IPOs without a sunset provision will limit shareholder oversight and leave companies less nimble and adaptable to change. [W]hen it comes to how they govern their companies, too many founders embrace frameworks that are bulwarks against change that are highly hazardous for investors. How? By going…

A huge pension fund says Facebook is like a ‘dictatorship’ – The Washington Post

VEA Vice Chair Nell Minow is quoted in this Washington Post story about institutional investors challenging Facebook’s dual class structure. Nell Minow, vice chair of the governance consulting firm ValueEdge Advisers, said it is not unusual to see several institutional investors slam a company’s practices — especially if there’s a major governance question at stake….

CII on Unequal Voting Shares and Index Funds

The Council of Institutional Investors has written an exceptionally thoughtful reply to MSCI on the issue of dual class stock and index funds, in response to MSCI’s Consultation on the Treatment of Unequal Voting Structures in the MSCI Equity Indexes. The Council of Institutional Investors (CII) is committed to the alignment of economic rights and…

Dropbox IPO is yet another corporate governance low point

John Plender writes in the Financial Times about the awful trend of dual class IPOs from managers who want to have the benefits of access to public capital but maintain the benefits of private control. The big investment institutions are losing their battle against the use of dual-class share structures. That much is clear from…