Dual Class Common Stock Part II: Views from Outside the Academy

Editor’s Note: This and the following two pieces are responses to our January 2, 2019, symposium on dual class shares.

I welcome the opportunity to share a few observations on Professor Coffee’s two CLS Blue Sky Blog posts (here and here) on dual class common stock, and those of professors Gordon, Goshen, and Mitts written in response, from the perspective of a practicing IPO lawyer.

I think it would be helpful for us all to consider the proposition that two private parties might rationally agree that one party will acquire the majority of the cash flow … Read more