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12 Va. L. & Bus. Rev. 175 (2017-2018)
Oh, Snap: Do Multi-Class Offerings Signal the Decline of Shareholder Democracy and the Normalization of Founder Primacy

handle is hein.journals/valbr12 and id is 175 raw text is: 












VIRGINIA LAW & BUSINESS REVIEW
VOLUME 12                       FALL  2017                   NUMBER 1



                              OH,   SNAP!
       DO   MULTI-CLASS OFFERINGS SIGNAL THE
       DECLINE OF SHAREHOLDER DEMOCRACY
       AND THE NORMALIZATION OF FOUNDER
                              PRIMACY?

                                Kristy Wiehef

                                ABSTRACT

        This comment examines the recent trend of multi-class share offerings,
        using the 2017 IPO  of Snap, Inc. as a case study of corporate
        governance issues related to non-voting shares.  Multi-class share
        structures allow companies to rea/iZe significant economic benefits from
        investor-shareholders while significantly limiting such investors' means to
        hold management-especially founders-accountable for actions that
        may  undermine shareholder wealth. From the examination of these
        multi-class stock structures, this piece introduces the theof of 'founder
        primag  as a  new, competing theof    against the well-estab/shed
        concepts of shareholder primag and director primag. This comment
        ultimately argues that the observed movement toward multi-class stock
        structures mill continue to undermine shareholder democrag in favor of
        founder primag.

I. INTRODUCTION          ....................................... .. ...........176

II. MULTIPLE-CLASS  VOTING   STRUCTURES           ..............................178


    Kristy Wiehe is a business attorney in California, with experience in corporate
    governance, mergers and acquisitions, and business strategy. She received a B.A. from
    Stanford University and aJ.D. from UCLA School of Law, where she was Editor-in-Chief
    of the Entertainment Law Review. She is currently pursuing an M.B.A. from the Wharton
    School at the University of Pennsylvania, where she also teaches two undergraduate
    management recitations.

Copyright C 2017 Virginia Law & Business Review Association


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