Differential Voting Rights: Some Further References

In earlier posts (here and here), this Blog had covered the issue of differential voting rights by Indian companies.

A recent column by Srikanth Srinivas in the Business World examines the business rationale for the issuance of shares with differential voting rights and also the pros and cons of such instruments. The key objectives that companies seek to achieve through shares with differential voting rights are to guard against shareholder activism (e.g. the kind initiated by hedge funds in U.S. and U.K. companies) and against hostile takeovers (so as to protect the interests of the promoters and incumbents in management). However, the column also advocates the exercise of caution on this front:

“How worried should investors be about differential voting rights? Making voting power proportional to economic ownership serves several goals. First, economic ownership gives shareholders an incentive to exercise voting power well. Second, the coupling of votes and shares strengthens the framework for corporate governance. Third, the power of economic owners to elect directors is a basis for legitimacy of managerial authority.

The evidence on corporate governance generally supports the importance of linking votes to economic interest. Voting rights are like property rights to cash flows of the company: decoupling economic and voting rights may benefit a controlling minority structure whose objectives may not quite coincide with that of the rest of the shareholders.

The issue also goes beyond just controlling minority structures. The derivatives revolution and other capital markets developments now allow both outside investors and insiders to decouple economic ownership of shares from voting rights. This decoupling — also called the new vote buying — is a worldwide issue. So before you endorse the idea of differential voting rights, think again.”

Similar issues have also been identified in an investing column in the Business Standard.

What is peculiar with differential voting rights is the timing of its emergence in the Indian markets. While differential voting rights have been existent in other economies such as the U.S. and Europe for some time, there is now a conscious move in some of those economies (particularly in continental Europe) to shift away from differential voting rights and towards a “one-share one-vote” rule citing corporate governance and control concerns that arise in shares with differential voting rights. The trend appears to be exactly in the opposite direction as far as India is concerned; only time and experience will tell whether differential voting rights will benefit the investors in such shares or impose further risk to their capital.

About the author

Umakanth Varottil

Umakanth Varottil is an Associate Professor at the Faculty of Law, National University of Singapore. He specializes in corporate law and governance, mergers and acquisitions and cross-border investments. Prior to his foray into academia, Umakanth was a partner at a pre-eminent law firm in India.

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