Multiple-vote shares: when economic interest and control of the company cease to coincide

Recent developments in European company law show a growing openness towards capital structures that make it possible to attach different voting rights to shares carrying an equivalent economic interest. Multiple-vote shares, alongside other techniques such as non-voting shares, restrictions on voting rights, shares carrying a right of veto or loyalty shares, make it possible to decouple economic ownership from corporate control. The business problem that these structures seek to solve is clear: to offer founders or core shareholders the possibility of raising capital on the markets without immediately losing control of strategic decisions. At the same time, they raise delicate questions about their limits, the protection of the remaining shareholders and the broader debate as to how far capital and power must necessarily remain linked.

20/08/2026

Corporate and commercial Mergers and acquisitions

1.Multiple-vote shares and structures creating a disproportion between capital and power

Multiple-vote shares are characterised by the existence of at least two distinct categories of shares, each of which carries a different number of votes per share. Within this configuration, there is at least one class of shares conferring more votes than another class or classes. The shares carrying the greater number of votes are known as shares with multiple voting rights. Establishing a multiple-vote structure means introducing a difference between classes of shares, so that the economic interest may be equivalent but the decision-making power is not. This is one of the mechanisms that make it possible to decouple ownership from control, alongside voting restrictions, non-voting shares, shares carrying a right of veto and loyalty shares.

For decades, the “one share, one vote” principle was seen in Europe as a guarantee of alignment between capital and power and as an instrument for protecting minority shareholders against opaque control structures. EU law went so far as to expressly prohibit ordinary or preference shares carrying multiple votes, because of the danger of severing the relationship between the performance of the capital and decision-making power. However, comparative experience and competitive pressure between legal systems have led to a reconsideration. The European Union has abandoned its rigid defence of the “one share, one vote” principle and has opted for minimum harmonisation of the establishment of multiple-vote structures, recognising that the risks involved can be managed and that their adoption may have advantages in terms of access to the capital markets.

2.The business problem they seek to solve

The business problem that these structures seek to solve lies at the heart of corporate finance. Creating and developing SMEs and start-ups involves a significant initial outlay for the founding shareholders, who usually run the business with a view to maximum long-term profitability. When the company reaches a certain size and needs access to the public capital markets in order to finance its growth, the founders face a dilemma: opening up the share capital to new investors means diluting their economic interest and, if the “one share, one vote” principle is maintained, diluting their control over strategic decisions as well. In innovation-intensive sectors, where the founder's long-term vision is an essential asset, that prospect may discourage a stock market listing or the raising of outside capital.

Multiple-vote shares offer a solution: they allow founders or core shareholders to retain voting power greater than that corresponding to their economic interest, so that they can raise capital without immediately losing control of key decisions. The European Directive on multiple-vote share structures forms part of the so-called Listing Act Package, the aim of which is to encourage access by SMEs and start-ups to national markets, removing barriers between legal systems and increasing the competitiveness of European markets through growth in the number of listed companies. The purpose is that controlling shareholders should find incentives to open up the share capital to the public investment markets without fear of the dilution of their control position.

Comparative experience shows that in some countries with a long tradition of multiple-vote shares, such as Sweden or Denmark, a decline can be observed in companies' interest in adopting them, without this being the result of legislative reform, and that in more liberal legal systems, such as that of the Netherlands, where there are no restrictions either on multiple-vote shares or on loyalty shares, many domestic companies do not use them. This suggests that the problem of the lack of competitiveness of the European markets is not solved by the introduction of these structures alone, but calls for broader reflection on making company law more flexible and on the quality of the regulatory environment.

3.Limits and protection of the remaining shareholders

The introduction of multiple-vote shares inevitably raises the question of their limits and of the protection of the remaining shareholders. The disproportion between capital and power may give rise to risks of abuse of control, of expropriation of minorities and of opacity in governance. The regulatory response operates on several levels. First, the Directive on multiple-vote shares itself lays down transparency and disclosure requirements, so that investors are aware of the voting rights structure and can assess the risk of investing in companies where control is concentrated in the hands of shareholders holding multiple votes. Second, limits are placed on the reach of these structures, for example by restricting their use to companies applying for admission to trading on certain multilateral trading facilities or by imposing conditions for their maintenance and review.

At domestic level, the protection of minority shareholders is achieved through general corporate governance rules, through rights of information, of participation and of challenging resolutions, and through specific mechanisms such as the neutralisation of clauses restricting voting rights following takeover bids. For example, the “Ley de Sociedades de Capital” —Spain's Companies Act— guarantees in listed companies equal treatment of all shareholders in the same position as regards information, participation and the exercise of voting rights, and provides that provisions in the articles of association setting a general maximum number of votes that any one shareholder may cast are to cease to have effect where, following a takeover bid, the offeror has reached a percentage equal to or greater than seventy per cent of the voting capital, unless the offeror is not subject to equivalent neutralisation measures.

In the case of loyalty shares carrying a double vote for loyalty, the Spanish legislature has opted for a middle course: it allows the ratio between nominal value and voting rights to be altered so as to confer a double vote on each share held by the same shareholder for a minimum period of two consecutive years, but it requires a provision in the articles of association, enhanced majorities for its approval, a special register, transparency as to the number of shares carrying a double vote and clear rules on how they are counted for quorums and majorities. It also provides for the double vote to lapse on transfer of the shares, save in exhaustively listed cases, and for the need to renew the provision in the articles of association after five years, with specific rules for its removal.

4.The debate on the link between capital and power

The broader debate underlying these reforms concerns how far capital and power must necessarily remain linked. The “one share, one vote” principle reflects an egalitarian conception of the public limited company, in which each unit of capital confers one unit of decision-making power. Multiple-vote structures, loyalty shares and voting restrictions introduce a different logic, in which power is allocated according to other criteria, such as length of holding, founder status, the contribution of know-how or the need to protect the stability of control against short-term market pressures.

Those who advocate multiple-vote shares argue that they make it possible to preserve the founders' long-term vision, to prevent the company from being captured by activist investors with short horizons and to facilitate investment in high-risk projects that require stability of management. They point out that the disproportion between capital and power is not necessarily unfair if it is known ex ante and if investors are free to decide whether to accept that structure. They add that competition between legal systems makes it necessary to offer attractive instruments so that European companies do not move to more flexible jurisdictions.

Critics, on the other hand, warn that these structures may entrench controlling oligarchies, hamper accountability, reduce market discipline and increase the risk of decisions that benefit the controlling shareholders to the detriment of the rest. They stress that the protection of minorities requires not only transparency but also substantive limits on the disproportion and effective mechanisms for reacting to abuse. Some authors maintain that the introduction of multiple-vote shares must be accompanied by a strengthening of the rights of ordinary shareholders, an improvement in the quality of information and a reinforcement of supervisory bodies such as audit and nomination committees.

Against this background, the discussion of the link between capital and power shifts from the doctrinal plane to the functional one. The question is not only whether it is fair that those who contribute more capital should have more power, but whether particular structures of disproportion can improve the efficiency and stability of the company without sacrificing investor protection. The answer will depend largely on the quality of the regulatory design, on the corporate governance culture and on the capacity of supervisory systems to detect and correct abuse.

5.Conclusion: economic interest, control and corporate architecture

Multiple-vote shares and related structures show that economic interest and control of the company may cease to coincide. The European move towards accepting these structures responds to a specific business problem: allowing founders and core shareholders to raise capital without immediately losing control of strategic decisions. At the same time, it raises significant challenges in terms of limits, protection of the remaining shareholders and the coherence of the corporate governance system.

The debate on how far capital and power must remain linked has no single answer. In some contexts the disproportion may be functional and legitimate; in others it may be a source of abuse. The key lies in a corporate architecture that combines flexibility to meet financing and control needs with sufficient safeguards for investors and for the market. Transparency, clear rules on the creation, maintenance and lapse of multiple-vote structures, a strengthening of the rights of ordinary shareholders and effective mechanisms of supervision and challenge are essential elements of that architecture. Only in this way can the separation between economic interest and control become a useful tool for business development rather than a systemic risk to confidence in the capital markets.

Alburquerque AbogadosJosé Manuel AlburquerqueBarcelona 20/08/2026

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