The Organisation for Economic Co operation and Development published a report on share class structures that finds a clear global shift away from strict one share one vote rules toward more flexible equity arrangements, while warning that these structures can increase governance risks if investor protections are weak. The report says flexible structures, including multiple voting shares and non voting or low voting shares, can help founder led and innovative companies access public markets and preserve strategic control, but can also widen the gap between economic ownership and control, raising risks such as entrenchment, minority shareholder disadvantage and related party abuse. Drawing on OECD Corporate Governance Factbook 2025 data, the report says 90% of jurisdictions allow shares with no voting rights except for limited matters, 92% permit shares with preferential dividend rights and 60% allow shares with different voting power, up from 44% in 2020. It argues that policymakers should focus less on prescribing specific capital structures and more on regulatory frameworks built around transparency, fairness and safeguards. The safeguards highlighted include stronger disclosure, oversight of related party transactions, majority abuse protections, sunset clauses for multiple voting rights, approval rights for affected share classes, qualified majority voting where enhanced economic rights are affected, and other mechanisms to limit long term divergence between control and ownership or protect holders of low or non voting shares.
OECD2026-07-15
Organisation for Economic Co operation and Development review highlights wider use of flexible share classes and calls for safeguards to protect investors
The Organisation for Economic Co operation and Development published a report showing that flexible share class structures are increasingly accepted across jurisdictions, with 60% now allowing shares with multiple voting power and 90% allowing non voting shares in limited forms. It says these structures can support capital market access and innovation, but also heighten risks for minority shareholders. The report points to disclosure, sunset clauses, class approval rights and related party safeguards as key tools to balance flexibility with investor protection.