New Listing Rules for SPACs and Dual Class?

New Listing Rules for SPACs and Dual Class?

  • 14 - 15 April 2021
  • Online Policy Workshop

The videos of each session are available under the presentation tab on this page and also on the ECGI YouTube channel

The following articles were published in response to the workshop:

SPACs in the middle: IPO shell vehicles are expensive but seem to fill a market niche

The Strongest 10%: How Dual-Class Shares Caught on and Why Investors Let Them

 

Supported by

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Wednesday, 14 April 2021 | 17:00 - 19:30 CEST

Thursday, 15 April 2021 | 14:00 – 16:30 CEST

 

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Organised by

Marco Becht (Université libre de Bruxelles and ECGI)

Anete Pajuste (Stockholm School of Economics (Riga) and ECGI)

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Download the programme

 

ABOUT THIS WORKSHOP

Primary markets in the United States are witnessing a boom that is driven by Special Purpose Acquisition Companies (SPACs) that are also starting to reach Europe. How are SPACs different from traditional initial public offerings? Are SPACs a useful innovation or the latest financial tool for selling poorly performing securities to public market investors? Do disclosure or listing rules need to be reformed to take into account of the SPAC phenomenon?

At the same time dual class share IPOs continue to increase in popularity, while also remaining controversial. The U.S. markets continue to be a preferred venue for dual class IPOs, also for foreign issuers. There are also SPACS that go public with a dual class structure.

Responding to these developments, the United Kingdom is currently revising its listing rules to make the London markets more competitive globally. The EU has published a capital market union action plan that aims to make its primary markets more attractive, especially for small and medium sized enterprises (SMEs). Several EU countries have also started to offer alternative control enhancing mechanisms (CEMs) like non-voting shares or tenure voting (“loyalty shares”).

This workshop provided a briefing on SPACs, dual class shares and other CEMs in a comparative perspective. In the United States, for example, there is an active debate whether dual class issuers might have to introduce a sunset clause. In the EU, listing rules are generally more permissive and companies can freely choose the place of listing within the single market, but some countries allow only minor deviations from one share-one vote. Hence the debate about listing rules is closely tied to the freedom of establishment and the ability of SMEs to adopt the company law of their choice. In the United Kingdom, the listing rules exclude CEMs and force families to demonstrate that their companies are run independently once they are traded on the stock exchange.

 

Reading List:

A Sober Look at SPACs  (Michael Klausner, Michael Ohlrogge, Emily Ruan) 2021

London allowing dual class Premium listings: A Swedish commentary (Erik Lidman, Rolf Skog) 2021

The Rise of Dual-Class Stock IPOs (Aggarwal, D. and Eldar, O. and Hochberg, Y. V. and Litov, L. P.) 2021

Theory, Evidence, and Policy on Dual-Class Shares: A Country-Specific Response to a Global Debate (Aurelio Gurrea-Martínez) 2021

UK Listing Review, March 3rd 2021 (Oxford Business Law Blog article) (Paul Davies) 2021

UK Listing Review (2021)

Primary and secondary equity markets in the EU  - prepared for the European Commission - Oxera (2020)

What Drives the Use of Dual-Class Structures in Technology IPOs? (Adi Grinapell) 2020

Bucking the Trend: Why do IPOs Choose Controversial Governance Structures and Why Do Investors Let Them (Laura Casares Field and Michelle B. Lowry) 2020

The rise of dual-class shares: Regulation and implications (Committee on Capital Markets Regulation) 2020

The Problem of Sunsets (Jill Fisch, Steven Davidoff Solomon) 2019

Sticking around too long? Dynamics of the benefits of dual-class voting (Hyunseob Kim, Roni Michaely) 2019

The life-cycle of dual class firm valuation (Martijn Cremers, Beni Lauterbach, Anete Pajuste) 2018

Multi-class shares around the world: The role of institutional investors (Kim, J., Matos, P., and Xu, T) 2018

Putting the spotlight on Spotify: Why have stocks with unequal voting rights outperformed? (MSCI) 2018

Firm rigidities and the decline in growth opportunities (Claudio Loderer, René Stulz, Urs Waelchli) 2017

The untenable case for perpetual dual-class stock (Lucian A. Bebchuk and Kobi Kastiel) 2017

Extreme governance: An analysis of dual-class companies in the United States (Gompers, P.A., Ishii, J.L., Metrick, A.) 2010

Agency problems and dual-class companies (Ronald W. Masulis, Cong Wang, Fei Xie) 2009

What's in a vote? The short- and long-run impact of dual-class equity on IPO firm values (Smart, S., Thirumalai, R., Zutter, C.) 2008

One-share one-vote: The empirical evidence (Renée Adams, Daniel Ferreira) 2007

The One Share - One Vote Debate: A Theoretical Perspective (Mike Burkart, Samuel Lee) 2007

 

Wednesday, 14 April 2021 | 17:00 – 19:30 CEST

Back to full programme

Introduction

Time:
17:00h

Speakers

Fellow Research Member Institutional Member Board Member
Back to full programme

Keynote: A Sober Look at SPACs

Time:
17:10h

Working Paper: A Sober Look at Spacs Michael Klausner, Michael Ohlrogge, Emily Ruan (2021)

Speakers

Discussants

Conference Documents

18:15

Break

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Concluding Remarks

Time:
19:15h

Speakers

Fellow Research Member Institutional Member Board Member

Thursday, 15 April 2021 | 14:00 – 16:30 CEST

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Introduction

Time:
14:00h

Speakers

Back to full programme

Dual Class Shares - Theory

Time:
14:15h

Speakers

Conference Documents

14:35

Dual Class Shares - Empirical Evidence

Speakers:
Back to full programme

Dual Class Shares - Empirical Evidence

Time:
14:35h

Speakers

Conference Documents

14:55

Break

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US Dual-Class Company Charters

Time:
15:05h

Speakers

Discussants

Conference Documents

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Concluding Remarks

Time:
16:15h

Speakers

Fellow Research Member Institutional Member Board Member

Speakers

Fellow Research Member Institutional Member Board Member
Jean-Pierre Mustier

Presentations

Back to all presentations

Introduction

Time:
17:00h

Speakers

Fellow Research Member Institutional Member Board Member
Back to all presentations

Keynote: A Sober Look at SPACs

Time:
17:10h

Working Paper: A Sober Look at Spacs Michael Klausner, Michael Ohlrogge, Emily Ruan (2021)

Speakers

Discussants

Conference Documents

Back to all presentations

Concluding Remarks

Time:
19:15h

Speakers

Fellow Research Member Institutional Member Board Member
Back to all presentations

Introduction

Time:
14:00h

Speakers

Back to all presentations

Dual Class Shares - Theory

Time:
14:15h

Speakers

Conference Documents

Back to all presentations

Dual Class Shares - Empirical Evidence

Time:
14:35h

Speakers

Conference Documents

Back to all presentations

US Dual-Class Company Charters

Time:
15:05h

Speakers

Discussants

Conference Documents

Concluding Remarks