Loyalty Shares

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Hosted by:

*** This Event was by invitation only. ***

(ECGI Institutional and Patron Members may submit attendance requests by email however spaces are limited)

The Roundtable focused on loyalty shares as a legal solution for encouraging long-term ownership, a concept that is promoted by policy makers, including the European Commission, some institutional investors and issuers. Loyalty shares that confer additional voting rights have a long tradition in France and were recently introduced in Italy. They are also expected to be introduced in an ongoing reform of Belgian company law. Loyalty shares with “tenure voting” or “time-phased voting” are also found in the United States. They have gained prominence recently through the proposal to create a “Long Term Stock Exchange” (LTSE). Loyalty shares might also confer additional cash-flow rights to long-term holders. The ECGI Roundtable will critically examine these developments. What are the practical difficulties associated with the operation of loyalty share structures? Does the default rule matter? Do IPO rules matter? Do loyalty shares really promote long-term ownership or do they serve as a “stealth” entrenchment device for controlling shareholders or boards? Are loyalty shares less transparent than other control-enhancing mechanisms, for example dual-class shares?

Background Reading

1. Bolton, P., & Samama, F. (2013). Loyalty‐Shares: Rewarding Long‐term Investors. Journal of Applied Corporate Finance, 25(3), 86-97. (Access here)

2. Cremers, Martijn and Pareek, Ankur and Sautner, Zacharias. Short-Term Investors, Long-Term Investments, and Firm Value (March 14, 2017). (Access here)

3. Becht, Marco and Kamisarenka, Yuliya and Pajuste, Anete. Loyalty Shares with Tenure Voting – a Coasian Bargain? Evidence from the Loi Florange Experiment (April 2018). (Access here)

4. Bebchuk, L. A., & Kastiel, K. (2017). The Untenable Case for Perpetual Dual-Class Stock. Va. L. Rev., 103, 585 (Access here)

5. Bebchuk, Lucian A. and Kastiel, Kobi. The Perils of Small-Minority Controllers (February 1, 2018). Forthcoming, Georgetown Law Journal. (Access here)

6. Croci, Ettore. Controlling-Enhancing Mechanisms: Loyalty Shares and Multiple-Voting Shares in Italy (June 2018). (Access here)



Marco Becht, Solvay Brussels School, ECGI and CEPR

Luca Enriques at the University of Oxford and ECGI 

Financial Support from: