Analysis: Michael Saylor's voting control over MicroStrategy is now less than 50%
Bitget news, analysis points out that MicroStrategy's executive chairman Michael Saylor has lost voting control of the company. Throughout most of the company's history, a dual-class stock structure separated ownership and voting rights. As of October 21st, Saylor held 51.7% of the total voting rights for MicroStrategy common shares.
Specifically, Saylor's overwhelming control over Class B common shares exceeded Class A shareholders by a ratio of 10:1; therefore, even if his equity exposure decreased in percentage terms, he could still maintain majority control.
Because one person controlled corporate management and made unilateral decisions (such as shifting the company's focus from software to buying Bitcoin), Nasdaq defined MicroStrategy as a "controlled company".
According to Nasdaq governance rules, controlled companies do not need to have an independent board of directors or independent compensation or nomination committees or independence nominations. MicroStrategy also does not need to let independent directors decide on Saylor’s salary or consultants’, legal advisors’ and other advisors' salaries.
However, because MicroStrategy issued a large number of stocks and debts to buy Bitcoin, Saylor’s voting control is now less than 50%. Although the voting power of Class B shares is ten times that of Class A shares, so many class A shares were issued by the company that their voting power now exceeds that of class B shares.
About a week ago, MicroStrategy established a new Board Nomination Committee led by Carl J. Rickertsen and passed new committee charter regulations. More detailed information about Rickertsen’s nomination and powers granted under the new charter will be disclosed in future SEC filings at latest before next quarterly report due mid-February 2025.
As per time this article was written ,Microstrategy had market capitalization worth $111 billion USD with holdings valued at $31 billion USD in bitcoin.(Protos)
Disclaimer: The content of this article solely reflects the author's opinion and does not represent the platform in any capacity. This article is not intended to serve as a reference for making investment decisions.
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