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Nasdaq's Fast-Track Plan: Founders Win, Index Funds Lose

Financial Times Companies •
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Nasdaq is proposing changes that would allow founders to retain more control over their companies while potentially shifting costs to passive investors. The exchange wants to relax voting rights rules for dual-class share structures, making it easier for founders to maintain power after IPOs. This move comes as Nasdaq seeks to attract more high-growth tech companies to list on its exchange.

Currently, index providers like S&P Dow Jones Indices and FTSE Russell exclude companies with unequal voting rights from major indices. This exclusion has deterred some founders from pursuing dual-class structures, fearing their shares would be less valuable without index inclusion. Nasdaq's proposal would create a new category for these companies, allowing index funds to hold their shares while clearly labeling them as unequal voting rights securities.

The change could significantly impact how companies structure their IPOs and how passive investors build their portfolios. By creating a framework for index inclusion of dual-class shares, Nasdaq aims to level the playing field with private markets where founders already maintain control. The proposal reflects growing tension between founder control and shareholder rights in public markets.