Understanding Dual Class Shares and Why Some Companies Choose This Model

Dual class shares refer to a corporate shareholding structure where two or more classes of shares have different voting rights or privileges. Typically, one class (such as Class B shares) holds more voting power, while the other (Class A shares) may have limited or no voting rights but economic rights such as dividends.

The table given below helps illustrate the fundamental differences between share classes in a dual class share structure and the implications for control and economic rights.

This structure allows founders or promoters to retain control over the company despite holding a smaller economic interest. For example, one Class B share may have 10 votes, while one Class A share may have one vote.

Companies often adopt dual class shares for several strategic reasons:

• Control Retention: Founders or key stakeholders can keep decision-making authority even after public listing or raising capital.
  

• Long-term Vision: It helps protect company strategy from short-term pressures of market fluctuations or activist shareholders.
  

• Protection from Takeovers: Dual class structures act as a shield against hostile takeovers by limiting the voting power of outside investors.
  

• Capital Raising Flexibility: Companies can raise funds through issuing lower-vote shares without diluting control.
  

This model is especially common in tech companies and family-owned businesses.

This structure offers various benefits:

• Stable Leadership: Ensures that management or founders can pursue long-term goals without undue interference.
  

• Strategic Continuity: Helps maintain consistent business strategies across market cycles.
  

• Attracts Investors: Enables participation in economic benefits while separating control rights.
  

• Examples: Firms like Alphabet (Google), Facebook, and Snap Inc. have successfully used dual class shares to balance control and capital needs.

Despite its advantages, dual class shares attract certain criticisms:

• Governance Concerns: Concentrated voting power can reduce accountability of controlling shareholders.
  

• Minority Shareholder Risks: Limited voting rights might diminish influence on corporate decisions.
  

• Market Perception: Some investors may view dual class structures as a governance risk, impacting share price and liquidity.
  

• Regulatory Scrutiny: Global regulators and stock exchanges are increasingly examining and sometimes restricting dual class share issuance.
  

Balancing control and fairness remains a core challenge.

India’s regulatory framework, led by SEBI, has cautiously allowed dual class shares under strict conditions to protect minority investors. Several Indian companies have adopted or considered such structures to retain promoter control while accessing public funds.

Key points to consider:

• Mandatory disclosures and transparency
  

• Limitations on voting rights ratio
  

• Measures to safeguard minority shareholders’ interests
  

Investors should closely review company disclosures regarding share classes.

Investors are advised to consider:

• Voting Rights Analysis: Understand which class they hold and its voting power implications.
  

• Control vs Economic Interest: Evaluate if control concentration aligns with company performance and governance.
  

• Risk Assessment: Be aware of governance and liquidity risks associated with dual class shares.
  

• Holistic Research: Incorporate share class structure into broader fundamental analysis.
  

This knowledge helps investors make informed decisions about companies with dual class shares.

Dual class shares serve as an effective model for companies to retain control while raising capital, supporting long-term strategies and protection against external pressures. However, this structure carries governance risks and minority shareholder considerations. Investors should understand these dynamics to evaluate their implications carefully.

This content is for informational purposes only and the same should not be construed as investment advice. Bajaj Finserv Direct Limited shall not be liable or responsible for any investment decision that you may take based on this content.

• Securities and Exchange Board of India (SEBI): https://www.sebi.gov.in/
  

• National Stock Exchange (NSE): https://www.nseindia.com/
  

• Bombay Stock Exchange (BSE): https://www.bseindia.com/
  

• Investopedia: https://www.investopedia.com/terms/d/dual-class-stock.asp
  

• Harvard Law School Forum on Corporate Governance: https://corpgov.law.harvard.edu/