investors to consider more broadly tenure-based rights, such as tenure voting. Moreover, a small
number of companies in U.S. markets currently use tenure voting.
Tenure voting has the potential to be a more palatable alternative to high-vote and no-
vote shares while also addressing current arguments about long- and short-termism in U.S.
markets. By design, tenure voting rewards all shareholders who hold their shares for an extended
period. This could better align incentives with long-term value creation without being unduly
punitive toward those shareholders more interested in trading, since all shareholders who wish to
take action for the long term will have greater influence in those decisions, while shorter term
shareholders will still have a meaningful voice.
Again, we want to be clear that the purpose of this white paper is not to decide the debate
between long- and short-termism. The purpose is also not to promote tenure voting as a preferred
alternative to dual-class stock, single-class stock, or any other structure. We understand that the
wisdom of using tenure voting may ultimately depend upon the particular circumstances of the
company involved.
Rather, the purpose is to highlight the effects of tenure voting and to differentiate it from
other voting structures. A further goal is to outline possible features of a tenure voting structure,
and to suggest some features as “best practices.” The white paper also aims to show why we
believe that the adoption of tenure voting is currently permitted under U.S. stock exchange rules.
Ultimately, this white paper is designed to provide a roadmap of the issues and considerations for
companies and market participants considering tenure voting under current market conditions
and regulations.
The white paper proceeds as follows. Part I discusses the current state of the market and
shareholder voting. It focuses on the perceived problems that have led many companies,
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