54 Geo. Wash. L. Rev. 725 (1985-1986)
Dual Class Capitalization: A Reply to Professor Seligman

handle is hein.journals/gwlr54 and id is 735 raw text is: Dual Class Capitalization:
A Reply to Professor Seligman
George W. Dent, Jr.*
Professor Joel Seligman's article, Equal Protection in Share-
holder Voting Rights: The One Common Share, One Vote Contro-
versy,' is an impressive accomplishment in many respects. It
confirms his status as premier historian of our securities laws and
markets.2 It also provides a powerful analysis of, and the first se-
rious argument against, dual class capitalization, and proposes a
thoughtful solution to the problems it raises. Despite these formi-
dable assets, some of Professor Seligman's conclusions are debata-
ble. First, Professor Seligman argues that the Securities and
Exchange Commission (SEC) can impose on the National Associa-
tion of Securities Dealers (NASD) and the stock exchanges (col-
lectively, the securities markets) rules forbidding dual class
common stock among companies listed for trading.3 Further, Pro-
Copyright 0 1987 by George W. Dent, Jr.
* Professor of Law, New York Law School. B.A. 1969, Columbia College; J.D.
1973, Columbia; LL.M. 1981, New York University. I gratefully acknowledge the
helpful comments of Arthur Best, James Brook, Roberta Karmel, Louis Lowenstein,
and David Schoenbrod. All errors, of course, are mine.
1. Seligman, Equal Protection in Shareholder Voting Rights: The One Common
Share, One Vote Controversy, 54 GEO. WASH. L. REv. 687 (1986).
2. His status was established in J. SELIGMAN, THE TRANSFORMATION OF WALL
STREET. A HISTORY OF THE SECURITIES AND EXCHANGE COMMISSION AND MODERN
CORPORATE FINANCE (1982), and confirmed in J. SELIGMAN, THE SEC AND THE FU-
TURE OF FINANCE (1985); Seligman, The Future of the National Market System, 10 J.
CORP. L. 79 (1984); Seligman, The Structure of the Options Markets, 10 J. CORP. L. 141
(1984); and Seligman, The Historical Need for a Mandatory Corporate Disclosure Sys-
tem, 9 J. CORP. L. 1 (1983) [hereinafter Seligman, Mandatory Disclosure].
3. Seligman, supra note 1, at 714-19.
August 1986 Vol. 54 No. 5

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