Dual-class shares on the rise - Some remarks on the (re)introduction of multiple-voting rights in German stock corporation law

European Company Case Law (forthcoming)

21 Pages Posted: 20 Dec 2023

See all articles by Klaus Ulrich Schmolke

Klaus Ulrich Schmolke

Johannes Gutenberg University Mainz - Faculty of Law and Economics

Date Written: December 14, 2023

Abstract

Dual-class shares are on the rise. Regulators and lawmakers in the EU and elsewhere have recently relaxed their rules on the permissibility of dual-class shares or are about to do so. Thereby, they abandon the long and widely accepted notion that a “one share, one vote”-regime is the superior regulatory strategy. In Germany, the current coalition of social democrats, greens and liberals declared in their coalition agreement from December 2021 to develop a comprehensive strategy to support “start-ups, founders of new enterprises and innovation”. Part of this strategy is the reintroduction of dual-class shares for growth companies and SMEs. The ensuing efforts to implement this strategy led to a “Law on Financing Investments for Securing the Future” (ZuFinG) stipulating, inter alia, the reintroduction of multiple-voting rights for stock corporations, which came into force on 15th December 2023.This article intends to give an overview of this current reform of multiple-voting rights in German stock corporation law. It thereby aims at contributing to the EU-wide debate on dual-class structures and the still ongoing discussion of the proposed EU directive on the subject matter.

Keywords: Dual-class shares; multiple-voting rights; reform; Germany;

JEL Classification: K22

Suggested Citation

Schmolke, Klaus Ulrich, Dual-class shares on the rise - Some remarks on the (re)introduction of multiple-voting rights in German stock corporation law (December 14, 2023). European Company Case Law (forthcoming), Available at SSRN: https://ssrn.com/abstract=4664886

Klaus Ulrich Schmolke (Contact Author)

Johannes Gutenberg University Mainz - Faculty of Law and Economics ( email )

D-55099 Mainz, 55128
Germany

HOME PAGE: http://https://schmolke.jura.uni-mainz.de/

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