Responding to Stealth Dual-Class Stock

In August of last year, we published a post detailing examples of stealth-dual class structures. These structures can deliver substantially similar entrenchment mechanisms to traditional dual-class stock without creating multiple classes of common stock or adopting widely understood anti-takeover devices such as poison pills. CII has adopted the following amendments to its policies on corporate […]

Mar 31, 2025 - 14:34
 0
Responding to Stealth Dual-Class Stock
Posted by James Crowe, Council of Institutional Investors, on Monday, March 31, 2025
Editor's Note:

James Crowe is the Research Manager at the Council of Institutional Investors. This post is based on his recent CII memorandum.

In August of last year, we published a post detailing examples of stealth-dual class structures. These structures can deliver substantially similar entrenchment mechanisms to traditional dual-class stock without creating multiple classes of common stock or adopting widely understood anti-takeover devices such as poison pills.

CII has adopted the following amendments to its policies on corporate governance at its Spring 2025 conference.

(more…)