Dual-class structure

Here is something that catches almost every first-time US investor off guard.

Not all common shares are equal.

Open a fund’s holdings and look at Alphabet. You might see two entries. Alphabet Inc. Class A, and Alphabet Inc. Class C. Both are common stock. Both represent ownership in the same underlying company. The economic claim on profits and appreciation is identical. But they are fundamentally different in one critical respect.

Class A shareholders get one vote per share.

Class C shareholders get zero votes.

And the founders? They held Class B shares, which were never publicly listed. Each Class B share carries ten votes. This is what allowed Larry Page and Sergey Brin to raise billions from public markets without ever surrendering control of the company they built.

Meta uses a similar structure. Mark Zuckerberg controls Meta’s strategic direction regardless of what every other shareholder votes, because his shares carry disproportionate voting power. NVIDIA has a dual-class structure, too.

This is called a multi-class or dual-class share structure, and it is extremely common among the most powerful US technology companies.

The reason it exists is worth understanding rather than dismissing.

The founders of these businesses were building on long time horizons. Google spent years not making money on its core search product before advertising revenue emerged. Meta spent over a billion dollars acquiring Instagram when it had zero revenue. These were bets that required conviction and the ability to ignore investors who might have preferred a more cautious, profit-optimising strategy.

The dual-class structure is the mechanism that protects that long-horizon thinking.

For you as an investor, the practical day-to-day impact is limited. You are not going to influence Google’s strategy regardless of your vote. But it matters in one specific scenario: if management makes a decision that the majority of shareholders believe is wrong or harmful, ordinary shareholders have very limited recourse. The normal mechanism of voting the board out is largely disabled.

This is a known feature, not a bug. It is built in deliberately. It is worth knowing about before you invest.

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