Against Mandatory Sunset for Dual Class Firms

By Zohar Goshen January 2, 2019 by renholding

The debate over dual class firms has morphed from an objection to their very legitimacy to a demand to subject them to a mandatory sunset provision. My colleague and friend, Professor John Coffee, believes that dual class firms are undesirable …

Why Investors Pay So Much for Dual Class Firms

By Joshua Mitts January 2, 2019 by renholding

Professor Coffee makes the insightful point that if founders receive a lower price for their stock when they retain voting control, it does not seem fair to allow other shareholders to take away that control without compensation. But, Professor Coffee …

A Brief Response

By John C. Coffee, Jr. January 2, 2019 by renholding

Forever is a long time — indeed, too long. That is the essence of my answer to my two friends and colleagues — professors Zohar Goshen and Joshua Mitts — who each argue against mandatory sunset provisions on super-voting stock …

Dual Class Stock: What Is a Fair Compromise?

By John C. Coffee, Jr. December 17, 2018 by renholding

In my last post[1], I focused on the Council of Institutional Investors’ (“CII”) recent proposal to the New York Stock Exchange and Nasdaq to impose a listing condition that any super-voting rights on dual class stock must expire …

Dual Class Stock: The Shades of Sunset

By John C. Coffee, Jr. November 19, 2018 by renholding

The most important issue in corporate governance today is dual class capitalization, and the most important recent development is the petition submitted on October 24, 2018 by the Council of Institutional Investors (“CII”) to both the New York Stock Exchange …

How Dual Class Share Structures Affect Innovation

By Lindsay Baran, Arno Forst and M. Tony Via July 16, 2018 by renholding

In a new paper, we seek to fill a gap in research on the possible benefits of dual class share structures and how they might promote innovation. We start with a bit of history.

Shareholder democracy has been fundamental to …

Blue Sky Banter Podcast: SEC’s Robert Jackson on Dual Class Shares and More

By Reynolds Holding April 19, 2018 by renholding

Robert Jackson, a commissioner of the U.S. Securities and Exchange Commission and a former professor at Columbia Law School, speaks with Reynolds Holding about becoming a commissioner, the problem of perpetual dual class stock, and what the commission can do

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Enhancing Governance in Dual-Class Share Firms

By Anita Anand February 27, 2018 by renholding

In a typical public company, shareholders can elect the board, appoint the auditors, and approve fundamental changes. In other words, they can participate in the governance of the firm. Firms with dual class shares (DCS) alter this balance by inviting …

Perpetual Dual-Class Stock: The Case Against Corporate Royalty

By Robert J. Jackson, Jr. February 16, 2018 by renholding

My first few weeks at the Securities and Exchange Commission have been a whirlwind—and just to be clear, I am not talking about the markets.[1] In a few short weeks, I have gotten a crash course on SEC policymaking—and

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Ropes & Gray Discusses U.S. Treasury’s Report on Capital Markets

By Keith F. Higgins October 20, 2017 by renholding

On Friday, October 6, the Treasury Department issued a report to the President on streamlining and reforming U.S. capital market regulation. The report covers recommendations on nine topics across the U.S. financial regulatory system. One of the topics – Access …

Law and Corporate Governance

By Robert Bartlett and Eric Talley August 14, 2017 by renholding

Few research topics over the last two decades have proven as alluring and elusive as corporate governance. Its allure is self-evident: Since the turn of the 21st century, a growing number of pundits, commentators, and scholars have argued that high …

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The CLS Blue Sky Blog

Columbia Law School's Blog on Corporations and the Capital Markets

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