标题: Snapchat's Owner to Issue Nonvoting Shares in IPO [打印本页] 作者: choi 时间: 1-17-2017 18:45 标题: Snapchat's Owner to Issue Nonvoting Shares in IPO Maureen Farrell, Snap IPO Limits Vote to Founders. Wall Street Journal, Jan 17, 2017. http://news.morningstar.com/all/ ... o-founders-wsj.aspx
Quote:
(a) "Investors won't get any voting power with shares purchased in Snap's initial public offering, according to people familiar with the matter.
(b) "Companies with multiple classes of stock typically give IPO investors fewer votes per share than they give to founders, executives and early private investors ['supervoting' shares]. * * * But Snap's decision to sell nonvoting shares is extreme.
(c) "Family-run companies in media and other industries have long used different classes of stock to keep control. At News Corp, which owns Dow Jones & Co., publisher of The Wall Street Journal, Rupert Murdoch and his family maintain greater influence through a dual-class setup. Class A shares that make up about two-thirds of the equity base have no voting power, while Mr. Murdoch and his family trust hold about 39% of the Class B voting shares.
"Many tech companies prefer the setup because it allows them to innovate without risking a shareholder revolt. And such structures can thwart activist investors, who sometimes try to rally other investors to vote out a company's board.
(d) "Some big investors contend that dual-class structures unfairly remove public shareholders from the decision-making process. The California Public Employees' Retirement System, the largest US public pension fund by assets, recommends companies adopt a 'one share, one vote' structure.
My comment:
(a) There is no need to read the rest of this report.
(b) It just happens that another report today sheds more light on the last quotation.
Alexandra Stevenson and Leslie Picker, Among Some Executives Who Control Twillions, the Power Tie Is a Rare Sight; Women dominate a crucial corner of the financial world. New York Times, Jan 17, 2017.
("When Ms Donna F Anderson and her team at T Rowe Price became concerned at a growing list of public companies that were creating more than one class of stock, effectively giving corporate insiders greater influence and say in the company, they used their vote to make a point. Ms. Anderson, who is the head of corporate governance, created a policy to vote against key directors at companies with dual-class share structures like that at Facebook")
(i) That is when the shares the institutional investors have noting rights, albeit diminished ones. But Snap's will have no voting right.
(ii) T Rowe Price https://en.wikipedia.org/wiki/T._Rowe_Price