Posted by & filed under Accounting Careers, Corporate Restructuring, Financial Accounting.

Super Voting Shares:   

Its a known fact that private corporations may issue to the initial founding shareholders’ shares that give the holders right to multiple votes, even preferred shares may have multiple voting rights, if properly structured by a corporate lawyer. This is why I always advise my students, that in the event they consider purchasing a privately held company to ensure that they purchase all the outstanding and issued shares and all classes of shares that are issued and outstanding.  

 Magna International , Frank Stronach Super Voting Shares:   

There is one thing Frank Stronach’s supporters and   

critics can agree upon: the founder of the Magna International   

auto-parts empire is a very rich man. No one has benefited from Magna’s success more than “El Presidente” himself. And nowhere is this more apparent, or more lucrative, than in the jaw-dropping deals Stronach has struck for releasing his iron grip over Magna companies, the full details of which are only now coming into focus.   

The Austrian-born industrialist has long drawn the ire of shareholder-rights activists, and even some investors, for using Magna money to support his personal passions, most notably his love of horse racing. But he was once seen as an early champion of the little guy. In 1984, he introduced the Magna constitution, which tied most executive pay to a fixed percentage of pre-tax profits. The goal, he said at the time, was to prevent him from acting like greedy executives who like to “Stuff their pockets with all the gold they can find.” The constitution, of course, has proven little impediment to Stronach’s corporate power, or his access to gold. The Magna empire evolved into a complex web of ventures, including some without constitutions. But Stronach maintained control of all things Magna with super-voting shares, despite typically holding relatively small ownership stakes in the companies he controlled. That control had considerable benefits. For instance, over the past decade, Stronach has served only a part-time role as Magna’s chairman, but he was paid more than $250 million during that period.   

    

1% gives you control?   

Stronach had little incentive to eliminate its dual-class 

  

share structure, which allowed him to control the company  

 

despite holding less than 1% of its equity. In return   

for his super-voting shares, Stronach received US$300   

million in cash plus common shares worth US$563 million   

(they have since increased in value by 85%). When   

it was announced, the deal paid Stronach a premium   

of 1,799% for his shares and diluted other shareholders’   

holdings by about 11.4%.   

Complete Article see: Canadian Business Magazine , March 2011 issue , $1,700,000,000 Golden Handshake, by Thomas Watson  

Discussion Questions:  

1. Why do you think Frank Stronach issued super voting shares?  

2. In your opinion were subsequent shareholders’  aware of these super voting shares?  

3. Why do you suppose super voting shares are less common in Public Corporations?  

    

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