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Publication

Contractual Control in Dual-Class Corporations

Shobe, Gladriel
Shobe, Jarrod
Abstract
Founders and other corporate insiders go to great lengths to control the companies they take public, and the mechanisms they use to maintain control have been a central theme of corporate law. Dual-class structures, which give insider shareholders voting rights that exceed their economic rights, are a common way for insiders to maintain post-IPO control. Scholars and policymakers have endlessly debated the costs and benefits of these structures, which have surged in popularity over the past 20 years. As one prominent scholar put it, dual-class structures are “[t]he most important issue in corporate governance today.”