IMO, the main difference between LTSE and a traditional stock exchange is the way votes are allocated to shareholders. Traditionally voting power is proportional to shares owned. However, on LTSE the amount of time a stock has been held is also considered.
There is no minimum holding period, but there is an incentive to hold.
A bit of a tangent: Since there is a premium in voting rights (GOOG vs GOOGL), I'm curious to see how this new voting structure might result in strange behavior by traders and investors. For example, will people use single stock futures to hedge while retaining their voting rights? Will special purpose vehicles for holding shares be created?
< Traditionally voting power is proportional to shares owned. However, on LTSE the amount of time a stock has been held is also considered.
This seems problematic. The longer you hold your stock the more voting rights and hence value it accrues. But if you sell the shares all the accrued value is lost. So it surely leads to proxy voting, where former owners still are registered as owners of their former shares, but vote them for whoever they secretly sold the shares to.
I might be naive, but are you not going to get caught doing this? Because if you're secretly selling enough shares that your voting rights will have an actual impact, it seems like that'll be a fair amount of money you'd also need to transfer secretly, which is not that easy.
Let’s say I have a billion dollars worth of Tesla stock that I’ve owned for a decade, giving me twice as much votes as normal. You want to increase your voting power, and are willing to pay $1.5B for my shares to do so.
We sign a loan agreement. You loan me $1.5B at a high interest rate, secured by my shares and my agreement to vote them as per your instructions. If you demand repayment I can pay off the loan in full simply by surrendering my shares to you, and all interest is forgiven. If I want to repay the loan, I have to pay the full balance, all interest and a prepayment penalty in cash, no stock accepted.
You don’t want me to repay the loan so the shares can retain their ownership premium, and so I can’t without paying a massive penalty + interest. You can never require me to repay the $1.5B, I can simply surrender the shares, so I can spend it immediately any way I want.
So we can keep this “loan“ going for decades more, or until you want to sell these shares. Presumably you will sign a similar “loan” agreement with your buyer to maintain the voting power the share accumulated.
On its face it’s clearly harder, just because now you need three parties to sign a new loan agreement. It could be made much easier if the loan is assignable under same terms, especially if parts of the loan are assignable for proportionate parts of the shares.
And if the benefits are significant, I would bet this creates a whole tertiary layer of brokers, bankers and lawyers enabling these kind of transactions with standardized loan agreements and clearing houses.
That changed voting structure sounds interesting. I could not find any reference to this on the website. Where should I look for more info?
Also, would this apply only to securities actually listed on LTSE or also, somehow, to non-LTSE listed securities bought on LTSE (which apparently is the only thing possible to do so far(.
The SEC supported the validity of LTSEs Voting Rights Policy [0]. Eric Reis has clarified time-phase voting won't be mandatory [1], however the LTSE is facilitating technological / legal support for the implementation of such voting structures without directly endorsing them (presumably for legal reasons) [2].
>Also, would this apply only to securities actually listed on LTSE or also, somehow, to non-LTSE listed securities bought on LTSE (which apparently is the only thing possible to do so far(.
Their rulebook disallows unfair dilution of other classes of shares.
>the Council of Institutional Investors (“CII”) advised that it could not support LTSE’s Form 1 application for two reasons. First, CII stated that the corporate governance requirements in LTSE’s Form 1 application (specifically, its “Voting Rights Policy”176) would “permit newly public companies to have multi-class structures with unequal
voting rights in conflict with [CII’s] membership approved policies supporting a one share, one vote structure” with “no sunsets on such structures.”177 Second, CII stated that LTSE’s Form 1 application “does not include any information about LTSE’s reported plans to update its application to include time-phased voting rights as a core element of its proposed corporate governance listing standards.”178 In addition, CII set forth its concerns about time-phased voting rights, including disproportionate empowerment of long-term stakeholders and challenges in tracking ownership of those with super-voting rights.
>The issues raised in the CII Letter do not provide a basis for the Commission to reject LTSE’s Form 1 application. Commission rules do not mandate that the rules of a national securities exchange must provide for a “one share, one vote” requirement for listed issuers.
> No. The exchange’s rules do not take a position on enhanced voting rights for shareholders. Our software affiliate, LTSE Services, has designed a tool to facilitate enhanced voting, should a company choose on its own to implement that.
From the linked article and FAQ, it sounds like this was once meant to be a differentiator, but the Voting Rights Policy mentioned in that SEC document is no longer a rule of the exchange, and tenured voting rights are not a listing requirement. Also not clear if other exchanges would disallow such voting rights.
Besides the complications this would raise that you mentioned, I also wonder how companies would even track tenure of ownership, since many (most?) shares of stock are not directly held and so the company may not even know who the nominal shareholder is or when transfers take place.
There is no minimum holding period, but there is an incentive to hold.
A bit of a tangent: Since there is a premium in voting rights (GOOG vs GOOGL), I'm curious to see how this new voting structure might result in strange behavior by traders and investors. For example, will people use single stock futures to hedge while retaining their voting rights? Will special purpose vehicles for holding shares be created?