#11742. Theory, Evidence, and Policy on Dual-Class Shares: A Country-Specific Response to a Global Debate
July 2026 | publication date |
Proposal available till | 15-05-2025 |
4 total number of authors per manuscript | 0 $ |
The title of the journal is available only for the authors who have already paid for |
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Journal’s subject area: |
Law;
Political Science and International Relations;
Business and International Management; |
Places in the authors’ list:
1 place - free (for sale)
2 place - free (for sale)
3 place - free (for sale)
4 place - free (for sale)
Abstract:
Dual-class shares have become one of the most controversial issues in today’s capital markets and corporate governance debates. This article shows that countries seem to have adopted three primary models to deal with dual-class share structures: (i) the imposition of bans traditionally existing in the United Kingdom, Australia and several jurisdictions in Asia, Europe and Latin America; (ii) the permissive model allowing dual-class structures without any significant restrictions, as it happens in the United States, Sweden, and the Netherlands; and (iii) the restrictive approach implemented in Singapore, Hong Kong, Canada, India and Mainland China. Namely, this article argues that, in countries with sophisticated markets and regulators, strong legal protection for minority investors, and low private benefits of control, regulators should allow companies to go public with dual-class shares with no restrictions or minor regulatory intervention. Therefore, the key question to be addressed from a policy perspective is not whether companies should be allowed to go public with dual-class shares, as many authors and regulators have been discussing in the past years, but whether dual-class class shares should be allowed and, if so, under which conditions, taking into account the particular features of a country.
Keywords:
Dual class shares, corporations, public capital markets, regulation, nationalist policy, shareholders, legal history
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