Emory Law Journal


Zoe Condon


Dual-class share structures¿either an autocratic restraint on shareholders or a protector of founder autonomy¿present a long-standing, though hotly contested debate both within the United States and around the world. Recent global developments have pushed the debates to new extremes. This comes after several jurisdictions have lost key initial public offerings to other jurisdictions, resulting in a myriad of responses from stock exchanges, stock indices, and government bodies. As a result of the significant change in regulatory landscape, this Comment considers how the United States should respond. In turn, this Comment offers a framework to offset the extremes on both sides of the debate. The proposed solution balances minimal safeguards that protect shareholders from the most egregious failings of the dual-class structure while safeguarding founders¿ vision for the future of their companies.