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What Do the Numbers Mean? A Class (B) Act Some companies grant preferences to different shareholders by issuing different classes of common stock. For

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What Do the Numbers Mean? A Class (B) Act Some companies grant preferences to different shareholders by issuing different classes of common stock. For example, ownership of Dow Jones & Co. was controlled by family members who owned Class B shares, which carry super voting powers. The same is true for the Ford family's control of Ford Motor Co. Class B shares are often criticized for protecting owners' interest at the expense of shareholder return. These shares often can determine if a takeover deal gets done, or not. Here are some notable companies with two-tiered shares in which the Class A shares have one vote and the Class B shares have 10 votes. Companies with Two-Tiered Shares: 1-800-Flowers.com, Ralph Lauren, Dick's Sporting Goods, Skechers, Domino's Pizza, Under Amour, Expedia, Tootsie Roll, Go Pro, Box. Source: The list derives from Council of Institutional Investors analysis of Fact Set Shark Repellent data, https://www.cii.org/dualclass stock. For family-controlled companies, issuing newer classes of lower or nonvoting stock effectively creates currency for acquisitions, increases liquidity, or puts a public value on the company without diluting the family's voting control. This was one of the main reasons Facebook gave when it created a dual-class share structure. In that IPO, Facebook founder Mark Zuckerberg owns only 16 percent of the company's shares but still holds nearly 60 percent of Facebook's voting rights. Google has gone even further and created a Class C stock that gives its owners zero votes. That sounds bad. In practice, however, the nonvoting shares won't be so different from holders of Google's Class A shares, which get one vote apiece. Both groups are dominated by holders of the only shares that matter: Class B shares with 10 votes each. Most of those are owned by Google's founders, Larry Page and Sergey Brin. Yet Page and Brin aren't satisfied with the 55.7 percent majority of votes that they control. As Google issues less-potent Class A shares-to compensate employees or to finance acquisitions-the company's founders have seen their voting power diluted. But now that the company is issuing the neutered Class C shares, Page and Brin are free to create as many shares as they like without giving up an iota of their grip on Google's direction. Sources: Adapted from Andy Serwer, "Dual-Listed Companies Aren't Fair or Balanced," Fortune (September 20, 2004), p. 83; Alex Halperin, "A Class (B) Act," Businessweek (May 28, 2007), p. 12; The Big Number, "20 Companies That Went Public in 2011 with Two or More Classes of Stock," Wall Street Journal (February 8, 2012), p. B5; MoneyWatch, "Facebook's IPO by the Important Numbers," www.cbsnews.com (May 17, 2012); and N. Summers, "Why Google Is Issuing a New Kind of Toothless Stock," Businessweek (April 3, 2014). Directions Be sure to read all directions prior to engaging with this activity. 1. For this discussion board, I would like you to comment on how this would impact investors who hold lower voting or no-vote shares. Does this seem equitable for this group of shareholders versus the high voting value shareholders? Note that going public typically creates a huge amount of wealth for the founders of a company.

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