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ARTICLE · 17 APRIL 2019

Governance By Indices

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Institutional investors continue to express concerns regarding dual class share structures. The Council of Institutional Investors has petitioned the Nasdaq Stock Market ...

United StatesCorporate/Commercial Law

Institutional investors continue to express concerns regarding dual class share structures. The Council of Institutional Investors has petitioned the Nasdaq Stock Market to change its listing rules in order to require that Nasdaq-listed companies with dual share classes incorporate a sunset provision in their charter. The CII letter cites a growing consensus in favor of sunset provisions. The letter also cites an increasing number of companies that had time-based sunset provisions. The CII letter recommends a sunset of seven years or less. Also, the CII letter offers as a compromise that the Nasdaq consider permitting a mechanism that would allow the shareholders of a listed company, with each class voting separately on a one-share, one-vote basis, to extend the multi-class structure for another term of seven years or less. In the meantime, index providers continue to consult on the eligibility for index inclusion of the shares of companies that have multi-class share

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