- Sheppard Mullin, SNAP IPO Debuts On NYSE
You can now purchase and own shares in SNAP, but you will not have any right to vote on any matters that may come before the shareholders of SNAP. SNAP has three classes of common stock: Class A, Class B, and Class C. Class A common stock, which are NOT entitled to vote on matters submitted to SNAP’s shareholders, are the only shares that have been sold to the public – and Class A common stock is currently the only class of stock SNAP has registered under Section 12 of the Exchange Act. This means SNAP will not be required to file proxy statements or information statements under Section 14 of the Exchange Act, unless a vote of the Class A common stock shareholders is required by applicable law.
Meanwhile, holders of SNAP’s Class B common stock are entitled to one vote per share, and holders of SNAP’s Class C common stock are entitled to ten votes per share. Holders of Class B common stock and Class C common stock will vote together as a single class on all matters (including the election of directors) submitted to a vote of the stockholders of SNAP. This means that Evan Spiegel, SNAP’s co-founder and Chief Executive Officer, and Robert Murphy, SNAP’s co-founder and Chief Technology Officer, through the 215,887,848 shares of Class C common stock that they collectively own (representing approximately 88.5% of the voting power of SNAP’s outstanding capital stock immediately following this offering) have the ability to control the outcome of all matters submitted to SNAP’s stockholders for approval (including the election, removal, and replacement of directors and any merger, consolidation, or sale of all or substantially all of SNAP’s assets). Further, if Mr. Spiegel’s or Mr. Murphy’s employment with SNAP is terminated, they will still continue to have the ability to exercise the same voting power.
- Gibson Dunn, Non-Voting Shares Make Their Public Debut and Generate Some Governance Concerns, but How Will Courts View the Structure When First Presented?
here has been a fair amount of criticism of Snap’s move to publicly offer shares that do not include voting rights. Kurt Schacht, the Chair of the Securities and Exchange Commission’s Investor Advisory Committee, described the structure as “a significant concern” and a “troubling development from the perspective of investor protection and corporate governance” if it were to spur a new trend for tech companies going public. Just prior to Snap’s IPO, top fund managers including BlackRock, Vanguard, and T. Rowe Price urged companies to allocate voting rights to shareholders “in proportion to their economic interest.” The Council of Institutional Investors (“CII”) sent a letter to Snap urging its board to adopt a single-class voting structure and is now leading an initiative to exclude Snap (and any other company that sells non-voting shares to investors) from market indices managed by S&P, Dow Jones and MSCI Inc.
… The NYSE, NASDAQ, and other self-regulating organizations have rules requiring the submission of certain transactions to a shareholder vote, such as a change of control transactions or certain issuances of more than 19.9 percent of the Company’s outstanding shares. With most shareholders lacking any voting rights altogether, how Snap and other companies that may follow in their wake can cleanse such transactions via disinterested shareholder approval remains an open question.