A first approach in the light of the Proposal for a Directive of the Parliament and of the Council on multiple-vote share structures

Abstract

This paper is a preliminary approach to the «dual-class shares». Dual- class stock has evolved from a vehicle used in family owned companies to retain control to a capital structure for founders in tech start-ups. After briefly reviewing the history and evolution of dual-class stock, the paper describes a classical policy debate in corporate law: whether or not to implement the principle of proportionality as a general rule. Dual- class shares pose certain risks and effects that should be warned about. We intend, at this early stage, to make an initial approximation to the Proposal while awaiting how it evolves during the process.