Sustainability Language

Governance, Ethics & Risk

Dual-class share structure

A capital structure issuing two or more share classes with unequal voting rights, letting founders keep control with minority economic ownership.

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Definition

A dual-class share structure is a corporate governance arrangement in which a company issues two or more classes of shares carrying different voting rights — typically high-vote shares for founders and insiders, low-vote or non-voting shares for public investors. This separates control from economic ownership, departing from the "one share, one vote" norm. Long associated with family and media firms, the structure has become common among technology listings such as Alphabet, Meta and Snap.

References

Overview

What it means

Insulated control: management can pursue long-term strategy free of market pressure — or entrench itself beyond shareholder accountability.

How it is used

Governance analysts, index providers and stewardship policies treat dual-class structures as a key ESG "G" risk; debates centre on sunset clauses and perpetual control.

Why it matters

Voting-rights structures determine whether shareholders can hold companies to account on sustainability commitments — a structural governance issue for ESG.

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