{"title":"上上下下:双重股权结构与英国上市回顾","authors":"Bobby V. Reddy","doi":"10.2139/SSRN.3812744","DOIUrl":null,"url":null,"abstract":"The final recommendations of Jonathan Hill’s UK Listing Review were published on 3 March 2021. The headline recommendation was that dual-class stock should be permitted on the premium-tier of the London Stock Exchange. The aspiration is to encourage more high-quality UK equity listings, particularly of high-growth tech-companies, for which dual-class stock is especially beneficial. Dual-class stock allows founders to list their firms, and retain majority-control, while holding significantly less of the cash-flow rights in the company. However, in an attempt to protect and placate institutional shareholders, who are generally sceptical of dual-class stock, various conditions have been recommended. This article finds that those conditions comprise a curious mix, some of which are too relaxed and do not substantially protect public shareholders, and some of which are too severe and could deter the very firms the proposals are intended to attract, resulting in dual-class stock in name but not in substance.","PeriodicalId":10698,"journal":{"name":"Corporate Law: Law & Finance eJournal","volume":"12 1","pages":""},"PeriodicalIF":0.0000,"publicationDate":"2021-03-25","publicationTypes":"Journal Article","fieldsOfStudy":null,"isOpenAccess":false,"openAccessPdf":"","citationCount":"0","resultStr":"{\"title\":\"Up the Hill and Down Again: Dual-Class Stock and the UK Listing Review\",\"authors\":\"Bobby V. Reddy\",\"doi\":\"10.2139/SSRN.3812744\",\"DOIUrl\":null,\"url\":null,\"abstract\":\"The final recommendations of Jonathan Hill’s UK Listing Review were published on 3 March 2021. The headline recommendation was that dual-class stock should be permitted on the premium-tier of the London Stock Exchange. The aspiration is to encourage more high-quality UK equity listings, particularly of high-growth tech-companies, for which dual-class stock is especially beneficial. Dual-class stock allows founders to list their firms, and retain majority-control, while holding significantly less of the cash-flow rights in the company. However, in an attempt to protect and placate institutional shareholders, who are generally sceptical of dual-class stock, various conditions have been recommended. This article finds that those conditions comprise a curious mix, some of which are too relaxed and do not substantially protect public shareholders, and some of which are too severe and could deter the very firms the proposals are intended to attract, resulting in dual-class stock in name but not in substance.\",\"PeriodicalId\":10698,\"journal\":{\"name\":\"Corporate Law: Law & Finance eJournal\",\"volume\":\"12 1\",\"pages\":\"\"},\"PeriodicalIF\":0.0000,\"publicationDate\":\"2021-03-25\",\"publicationTypes\":\"Journal Article\",\"fieldsOfStudy\":null,\"isOpenAccess\":false,\"openAccessPdf\":\"\",\"citationCount\":\"0\",\"resultStr\":null,\"platform\":\"Semanticscholar\",\"paperid\":null,\"PeriodicalName\":\"Corporate Law: Law & Finance eJournal\",\"FirstCategoryId\":\"1085\",\"ListUrlMain\":\"https://doi.org/10.2139/SSRN.3812744\",\"RegionNum\":0,\"RegionCategory\":null,\"ArticlePicture\":[],\"TitleCN\":null,\"AbstractTextCN\":null,\"PMCID\":null,\"EPubDate\":\"\",\"PubModel\":\"\",\"JCR\":\"\",\"JCRName\":\"\",\"Score\":null,\"Total\":0}","platform":"Semanticscholar","paperid":null,"PeriodicalName":"Corporate Law: Law & Finance eJournal","FirstCategoryId":"1085","ListUrlMain":"https://doi.org/10.2139/SSRN.3812744","RegionNum":0,"RegionCategory":null,"ArticlePicture":[],"TitleCN":null,"AbstractTextCN":null,"PMCID":null,"EPubDate":"","PubModel":"","JCR":"","JCRName":"","Score":null,"Total":0}
引用次数: 0
摘要
Jonathan Hill的英国上市审查的最终建议于2021年3月3日发布。会议的主要建议是,应允许双重股权结构的股票在伦敦证交所的高端市场上市。政府的愿望是鼓励更多高质量的英国股票上市,尤其是高增长科技公司的股票,对这些公司来说,双重股权结构尤其有利。双重股权结构允许创始人将他们的公司上市,并保留多数控制权,同时持有公司现金流的权利大大减少。然而,为了保护和安抚对双重股权结构普遍持怀疑态度的机构股东,各方提出了各种条件。本文发现,这些条件组成了一个奇怪的组合,其中一些过于宽松,不能实质上保护公众股东,而另一些过于严厉,可能会阻止提案旨在吸引的公司,导致名义上的双重股权结构,而不是实质。
Up the Hill and Down Again: Dual-Class Stock and the UK Listing Review
The final recommendations of Jonathan Hill’s UK Listing Review were published on 3 March 2021. The headline recommendation was that dual-class stock should be permitted on the premium-tier of the London Stock Exchange. The aspiration is to encourage more high-quality UK equity listings, particularly of high-growth tech-companies, for which dual-class stock is especially beneficial. Dual-class stock allows founders to list their firms, and retain majority-control, while holding significantly less of the cash-flow rights in the company. However, in an attempt to protect and placate institutional shareholders, who are generally sceptical of dual-class stock, various conditions have been recommended. This article finds that those conditions comprise a curious mix, some of which are too relaxed and do not substantially protect public shareholders, and some of which are too severe and could deter the very firms the proposals are intended to attract, resulting in dual-class stock in name but not in substance.