Stimmrechtsaktien zwischen Gestaltungsfreiheit und Minderheitenschutz
A recent controversy around the sale of a controlling stake in a well-known Swiss public company has brought shares with preferential voting rights (Stimmrechtsaktien, actions à droit de vote privilégié) into the limelight. In spite of the public criticism, there is no empirical evidence that dual-class share structures negatively impact the value of listed companies. While a mandatory «one share, one vote» rule hardly has any advocates in the Swiss legal literature, the question of how an efficiency-oriented policy-maker should regulate shares with preferential voting rights has received little attention so far. This article is a first step to close this gap.
Currently, shares with preferential voting rights are subject to procedural and substantive restrictions which are designed to protect minority shareholders. As will be shown, this approach unnecessarily restrains freedom of contract and is ineffective for protecting minority shareholders. A better regulatory strategy…
