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 […]

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.