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A number of high-profile listings including Facebook, Snap, Alibaba and LinkedIn have thrust dual class shares back into the spotlight. In 2018 both the Hong Kong SAR and Singapore stock exchanges revised their listing rules within months of each other to permit the listing of companies with dual class or weighted voting right shares and in 2019, the Shanghai exchange launched a new board that permitted this structure. At the same time, a number of high-profile listings have reignited the corporate governance debate as institutional investors and index funds begin a campaign to see further limits and protections imposed on their use. This article by Baker McKenzie lawyers considers the dual class share landscape and the strategy adopted by Asian and other global stock exchanges.

Author

Tom Egan is a member of the Firm’s Corporate & Securities Practice Group in Washington, DC, where he previously served as managing partner. He has authored a number of articles for a variety of internal and external publications, and is also a regular speaker on corporate and securities law issues and developments. He previously served as a member of the Steering Committee for the Firm's North America Corporate & Securities Practice Group. Tom also previously served on the Firm's Global Policy Committee and on its North America Regional Management Committee and on the office’s management committee.

Author

James is a Partner in the Corporate Finance Department. James joined Baker McKenzie as a Partner in January 2016 from another multinational law firm, having been predominantly based in the London office, but also having spent time in the New York and Singapore offices. He began his career in the Sydney office of a renowned law firm and has spent time as a consultant to Barclays' M&A Legal team. James is a member of TheCityUK's Capital Markets Group.
James is a public M&A practitioner, with deep blue-book experience, having acted for international bidders seeking control of Code-governed companies, for UK targets and also as cash confirmation counsel to financial advisers across the City. He has acted as international counsel for both bidders and targets involving companies listed in other European jurisdictions.
On the capital raisings side, James has been prolific over the years, acting for both issuers and underwriters on IPOs, rights issues, placings and open offers both in the UK and across EMEA. Issuers value his proactivity and commerciality and banks his depth of knowledge and practical experience of a multitude of forms of underwriting and transaction structures, as well as the UK sponsor regime. Beyond London, he has advised on equities transactions involving issuers listed in Amsterdam, Brussels, Copenhagen, Frankfurt, Johannesburg, Paris, Saudi Arabia, Stockholm, Tallinn and Warsaw.

Author

Ivy Wong is the chair of Baker McKenzie's Capital Markets practice in Asia Pacific and serves on the Global Capital Markets Steering Committee. Based in Hong Kong, Ivy is qualified in Hong Kong, England and Wales and New York. She has led many unprecedented and high-profile securities offerings and cross-border transactions in Hong Kong, including many successful listings that are first of its kind on the Hong Kong Stock Exchange and multiple landmark and innovative deals that won industry awards.