Founders without Limits Dual-Class Stock and the Premium Tier of the London Stock Exchange International Corporate Law and Financial Market Regulation Series

Big Tech has flourished on the US public markets in recent years with numerous blue-chip IPOs, from Google and Facebook, to new kids on the block such as Snap, Zoom, and Airbnb. A key trend is the burgeoning use of dual-class stock. Dual-class stock enables founders to divest of equity and generate finance for growth through an IPO, without losing the control they desire to pursue their long-term, market-disrupting visions. Bobby Reddy scrutinises the global history of dual-class stock, evaluates the conceptual and empirical evidence on dual-class stock, and assesses the approach of the London Stock Exchange and ongoing UK regulatory reforms to dual-class stock. A policy roadmap is presented that optimally supports the adoption of dual-class stock while still protecting against its potential abuses, which will more effectively attract high-growth, innovative companies to the UK equity markets, boost the economy, and unleash the true potential of 'founders without limits'.

Introduction: 1. The cult of dual-class stock in the era of big tech; 2. A tale of two cities and beyond; 3. First among equals? Other methods of creating a divergence between voting and cash-flow rights; 4. Shareholder democracy, and corporate purpose; 5. From controlling shareholders to dual-class stock; 6. Theoretical benefits and detriments of dual-class stock; 7. The empirical evidence on dual-class stock; 8. The existing constraints; 9. A balanced protection package for inferior-voting shareholders; Epilogue; Appendix: The proposed enhanced inferior-voting shareholder protection package for the UK's premium-tier with a comparison to other major dual-class stock exchanges; Index.

Bobby Reddy teaches Company Law and Corporate Governance at the University of Cambridge, and is a Fellow of the Cambridge Endowment for Research in Finance and a Fellow of Churchill College. He is a former corporate partner at the global law firm Latham & Watkins LLP and was a director and trustee of the charitable corporate governance think-tank Tomorrow's Company.