The optimal share structure for companies wishing to benefit from access to public capital should be one vote for each share. This is a principle that helps to ensure the equitable treatment of all shareholders and protects against managerial entrenchment and an erosion of accountability.
Today, this stalwart principle is under attack. A growing number of companies are seeking to adopt multi-class share structures with voting rights disproportionate to underlying economic interests and investment risk. Arguing that this is justified in order to safeguard their long-term vision, the real effect is to consolidate power in the hands of just a few shareholders – often the company founder – at the expense of minority investors.