The debate over whether dual class of shares increases or decreases share value, should be prohibited or not, should be subjected to mandatory sunset provisions, and so on has been heating up over the last few years. This paper reviews the pros and cons of dual class of shares in light of more...

The manner in which hostile takeovers have historically been executed has just begun to receive serious academic attention. Similarly, while the literature on the accuracy and determinants of share prices is voluminous, there has been little systematic historical analysis of when and how modern...

This chapter examines dual class common stock. Dual class stock has evolved from a vehicle used largely by insiders in family owned and media companies to retain control into a popular capital structure for founders and initial shareholders in technology start-ups. After briefly reviewing the...

The increasing use of dual class voting structures in public companies, and the frequency with which such structures contain sunset provisions, raises the issue of when and how such sunset provisions should be modified, extending the company’s use of the dual class structure. Recent decisions...

A comprehensive analysis of shareholder proposals introduced in the recent proxy seasons can assist corporate directors and officers preparing for annual general meetings. In addition to providing voting results, this study examines data on proposal volume, topics, and sponsorship from samples...

The role of outside directors is one of the key features in the transatlantic corporate governance debate. As their importance rises, their liability is also attracting attention. Since there are only a few cases internationally in which outside directors of listed companies have been held...