StubHub founder's 100-to-1 super-voting rights signal the return of dual class shares in the IPO market

Twenty years ago, StubHub’s co-founder and CEO Eric Baker was ousted from his company, a fate he made sure to prevent this time around.

Last week, StubHub (STUB) completed its long-anticipated public listing, and thanks to super-voting dual class shares, its co-founding CEO holds nearly 90% voting power post-IPO, despite owning only 11% of outstanding shares.

For access to more articles like this, sign up for a free trial of IPO Pro, the platform that gives you all of the IPO information you need, all in one place.

While dual class share structures have become somewhat common in the IPO market over the past decade or so, StubHub’s non-listed Class B shares are unusual, in that each carries a whopping 100 votes (compared to 1 vote per listed Class A share).

Most dual class structures have a 10-to-1 voting ratio between the share classes, or 20-to-1 in more extreme cases. In addition to StubHub, there have been just a few notable exceptions in the past decade:

• Renewable energy company TerraForm Global (2015 IPO) granted Class B stockholders 100 votes per share.
• Software providers C3.ai (2020 IPO) and Expensify (2021 IPO) each had certain insiders holding stock with 50 votes per share.
• Social media platform Snap (2017 IPO) received heavy criticism for its unprecedented dual class structure when it offered non-voting stock to public investors.

On average, about one-fifth of IPOs had dual class structures between 2020 and 2024. Like early lock-up provisions, dual class shares are an easier sell during a market boom than in more challenging conditions. The percentage of IPOs with dual class structures reached a peak of 32% in 2021 during the COVID bubble, then plummeted to just 14% in 2022 during the global sell-off.

There’s been an uptick this year, with 50 issuers (32%) to date going public with super-voting shares. The trend appears set to continue in the fall, with three of the four large filers last week showing dual class share structures: expense software seller Navan (NAVN; 30-to-1), crypto platform BitGo (BTGO; 15-to-1), and tax advisory firm Andersen (ANDG; 10-to-1).


Year to date, the list contains a mix of typical tech-focused names like Figma (FIG), Klarna (KLAR), and MNTN (MNTN), as well as issuers from other sectors, like energy names Venture Global (VG) and Infinity Resources (INR), defense play Voyager (VOYG), and consumer companies Black Rock Coffee (BRCB) and Chagee (CHA).

It’s worth noting that dual class share structures were previously associated primarily with tech disruptors like Google (2004 IPO) and Facebook (2012 IPO), which made the case that it was essential to leave control of the company with their visionary founders. Since then, founder-friendly VCs have made dual class structures the norm for VC-backed tech, while public market acceptance has broadened their use to other sectors.

Public investors may be turned off by share structures that allow a small number of insiders with minority stakes to have complete control over the company. StubHub was not well received after listing, though it would be impossible to point to dual class shares as a definitive factor. Occasionally there are signs of push back, like when failed 2019 IPO WeWork initially planned to grant Adam Neumann Class B shares with 20 votes, then reduced it to 10 votes, before pulling the deal altogether. In response to Snap’s IPO in 2017, S&P Dow Jones Indices announced it would no longer add companies with unequal voting rights to its indexes, a decision that was ultimately reversed in 2023.

While it’s unclear how much dual class structures impact investment decisions, seriously mismatched control provides clear benefit to insiders, possibly at the expense of public investors.