Continuity & Protection

Control & Voting Structuring

We advise on the design of control and voting structures — creating share class architectures, governance mechanisms and decision-making frameworks that preserve the founder or family's control while enabling broader participation or capital raising.

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Control & Voting Scope

  • Share class design & voting rights architecture
  • Founder & family control preservation
  • Weighted voting & super-voting structures
  • Board appointment & control rights design
  • Reserved matters & minority protections
  • Voting trust & proxy arrangements
What We Deliver

Our Advisory Services

Share Class Architecture

Design of multiple share classes with differentiated voting and economic rights — enabling founders or controlling families to maintain decision-making control while sharing economic participation with investors, employees or next-generation family members.

Founder Control Preservation

Advisory on structures that protect the founder's or family's control position through capital raises, share issuances and ownership transfers — including weighted voting shares, conversion provisions and dilution protection mechanisms.

Board Appointment Rights

Design of board appointment rights — who can appoint directors, how many, under what conditions and with what removal provisions — ensuring the controlling family maintains board influence proportionate to their strategic objectives.

Reserved Matters

Identification and documentation of reserved matters — decisions that require approval above simple majority, supermajority or unanimous consent — protecting both controlling shareholders and significant minorities from unilateral action.

Minority Protections

Design of minority shareholder protections — information rights, drag-along rights, anti-dilution provisions — ensuring that minority positions are not systematically disadvantaged by majority decision-making.

Voting Trusts & Arrangements

For complex family structures with multiple shareholders, a voting trust can consolidate voting rights in a single trustee — enabling unified decision-making while preserving economic rights across the family. We design the trust structure and voting framework.

Our Approach

Built for Real Outcomes

Control is the ability to determine the direction of your business and the stewardship of your assets. Losing control — through dilution, default or dispute — is one of the most consequential risks a family faces when their wealth is concentrated in a private business.

We design control structures that are resilient — protecting control through capital raises, generational transfers and ownership changes, while remaining fair and legally defensible to all shareholders.

Control Scenarios We Design For

  • Founder seeking to raise capital without losing control
  • Family business with multiple branches and different views
  • Operating company with employee or management shareholders
  • Investment holding company with family and external investors
  • Pre-IPO restructuring requiring control preservation
  • Succession planning while maintaining founder influence

Control Mechanisms We Design

  • Weighted/super-voting share classes
  • Board appointment rights per share class
  • Reserved matters requiring supermajority
  • Conversion provisions protecting against dilution
  • Drag-along rights for controlling shareholder
  • Voting trust for unified family decision-making

Control Risks We Address

  • Dilution through new share issuance
  • Loss of board majority through external appointment
  • Minority blocking on reserved matters
  • Involuntary transfer of voting control
  • Generational fragmentation of voting shares
Control
Preserved through share class design, not just ownership
Founder
Founder control maintained through capital raises
Reserved
Matters — supermajority protection on key decisions
100%
Bespoke — every control structure is different
Process

How We Work

01

Shareholding Map

We map the current shareholding, voting arrangements and control objectives.

02

Structure Design

We design the share class architecture and voting rights framework for your objectives.

03

Legal Coordination

We coordinate with legal counsel to ensure the structure is correctly documented in articles and SHA.

04

Review

We advise on periodic review as the shareholder base and control objectives evolve.

Common Questions

Frequently Asked

Weighted voting shares (sometimes called dual-class shares or super-voting shares) give certain shareholders — typically founders or the controlling family — multiple votes per share, while other shareholders have one vote per share. This enables the controlling shareholder to maintain voting control even if they hold less than 50% of the economic interest — a structure used by many major family-controlled companies globally.
This depends on the investor and the context. Institutional investors and some stock exchanges have restrictions on dual-class structures. Private investors and family office co-investors are generally more accepting. For private family structures, dual-class shares are widely accepted and frequently used. We advise on the appropriate structure for your specific investor base and exit objectives.
A reserved matter is a decision that requires approval beyond simple majority — supermajority (e.g. 75%), unanimous consent, or approval by a specified class of shareholders. Typical reserved matters include: sale of the business, issue of new shares, taking on material debt, amendment of the articles, appointment of auditors, and significant related party transactions. We design the reserved matters list for your specific structure.

Ready to Design Your Control & Voting Structure?

Our team advises on share class architecture and control preservation for family businesses and investment structures across UAE, UK and Europe.

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