DUAL CLASS STOCK AND ITS IMPLICATIONS FOR THE STRUCTURE OF ORGANIZATIONS

Abstract

This article aims to understand the
implications of the dual class stock for the
structure of an organization, on the market
and on the business. Over time, a conflict has
focused on the dichotomy between adopting
corporate governance postures, based on ESG
policies, and the desire to raise capital from the
market, considering the interests of investors,
compared to the focus of the controlling
shareholder to maintain power. Thus, the
article analyzes the implications of the dual
class stock from the perspective of corporate
theories and their assumptions, while
observing the relationships of the investor’s
voice, whether to remain in the business or
to exit its. It discusses the regulations that
have emerged, regarding the dual class stock,
including recent legislation. And then discuss
the maximization of shareholder value in
view of the dual class stock and the market’s
perception of the adoption of the class model.
Therefore, the discussion on the subject is still
far from congruent, but it already sparks the
discussion of the importance of companies
for society, their participation in building
an engaged society and, therefore, how
does companies signal to the market their
intentions of control that balance power and
value maximization.

KEYWORDS: Dual class. Super-voting.
Signaling. Value maximization. Financial
Logic.