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FoundationsIntermediate· 6 min read

Dual class shares: when your vote is worth less

The one thing to remember

You are a partner in the profits and a spectator in the decisions. Sometimes that is fine. You should know you have agreed to it.

The question

Know what you are giving up when you buy the cheaper class.

Figure

How Dual class shares: when your vote is worth less works, in one picture

1The structure2The argument for it is genuinely reasonable3The argument against it is also genuinely reasonable4So price it, do not just accept it

The same argument as the text, as a chain. Each step is what makes the next one possible.

Figure

What you actually own

Founders50%
Institutions30%
Other investors15%
You5%

A share is a slice of the whole company: its profits, its assets and its votes. Your slice is small, and it is a real claim, not a bet on a ticker.

  1. 1

    The structure

    One class carries one vote, another carries ten or more. The founders hold the powerful class; the public buys the weak one. Economically the shares are usually identical: same dividend, same claim on profits.

  2. 2

    The argument for it is genuinely reasonable

    It lets a founder ignore short-term market pressure and build for a decade. Several of the great compounders of the last twenty years were built exactly this way, and would not have been if they had been forced to answer quarterly.

  3. 3

    The argument against it is also genuinely reasonable

    If management turns out to be self-serving or incompetent, you have no mechanism to remove them. The market's usual discipline, a takeover or a shareholder revolt, is structurally impossible.

    You are underwriting the founder's judgement for as long as you hold. Ask whether you would still want that if the founder changed.

  4. 4

    So price it, do not just accept it

    Governance is not a footnote, it is a risk. A company where minorities have no recourse should trade at some discount, and you should be receiving it rather than paying a premium.

Try it
What a P/E is actually sayingInteractive
P/E ratio
20.0
Years of earnings you pay
20 yrs
Payback allowing for growth
12 yrs

Ordinary. The market expects steady, unremarkable growth.

The P/E is years of today's earnings you are paying. Growth shortens the payback, which is why fast growers deserve higher multiples.
You have got it when

You can say who controls the company you own, and what would happen if they were wrong.

Read next

The bottom line

You are a partner in the profits and a spectator in the decisions. Sometimes that is fine. You should know you have agreed to it.

See the 30 live screens

Every one shows its exact method, and the circumstances in which it is wrong. Free, and no account to look.