Corporate control increasingly decoupled from shareholder ownership

The modern business landscape is seeing a growing disconnect between economic ownership and corporate control due to complex financial, voting, and contractual arrangements. This shift is particularly evident in strategically important sectors such as energy infrastructure, semiconductors, and critical minerals.

Case studies illustrate this trend: in 2014, the Swiss chemicals company Sika faced a battle where the Burkard family held only 16% of shares but maintained over 52% of voting rights through a dual-class structure. Similarly, in 2024, Silver Lake controlled over 70% of the voting rights for Endeavor Group Holdings, allowing it to effectively approve its own merger to take the company private.

In South Korea, a dispute involving Korea Zinc and Young Poong highlights these complexities. Despite Young Poong being the largest shareholder with a 33-37% stake, the Choi family has maintained management control. In 2024, Young Poong partnered with MBK Partners to launch a tender offer, resulting in joint ownership of over 46% of voting shares and creating further layers of control.