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Norges Bank Investment Management says the race for listings is eroding shareholder rights

Norges Bank Investment Management, a minority owner in more than 7,000 listed companies, says the race for listings is weakening investor protections. It says it will step up engagement on the issue, so exchanges that relax rules to win listings, and the companies that adopt those rules, face more pressure from a large minority holder.

The Board Room · Leadership desk

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What happened

  • NBIM argues that when one jurisdiction changes its shareholder protection rules, other markets come under pressure to follow.
  • The memo names regulators, stock exchanges, index providers, companies and investors as sharing responsibility for protecting shareholder rights.
  • It sets out four pillars: timely and reliable information, a vote on fundamental decisions, a proportionate share of payouts, and legal recourse.

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Why it matters

  • decision Founders who list with unequal voting rights face a large holder that accepts the structure at IPO but will press for control to converge with ownership, so the negotiation moves to timing and triggers.
  • cost If the research NBIM cites holds, the company pays for a founder's extra control through a higher cost of capital and lower valuation multiples, and every other shareholder bears that cost.
  • precedent By listing index providers among the responsible parties, NBIM signals that weak protections may be contested through index rules as well as at individual companies.

The memo's central complaint is about how rule changes travel between markets. "In global markets, changes in some jurisdictions create pressure on others to follow," wrote Carine Smith Ihenacho, NBIM's chief governance and compliance officer, with policy lead Snorre Gjerde and stewardship manager Deena Elmeged [4][15]. An exchange that relaxes a rule to win one listing gives rival venues a new baseline to match [4]. The decision is made in one market, and the effect NBIM describes lands across its whole portfolio [5]. "This trend is concerning and can affect long-term value creation across global portfolios," the authors wrote [5].

The memo accepts that some of the competition is healthy. "Some changes reflect legitimate improvements, but others weaken the investor protections that anchor market confidence and integrity," the authors wrote [3]. On unequal voting rights, which an increasing number of jurisdictions now permit, they grant the founders' case [10]. Such structures "can incentivise founders to list their companies, but over time voting rights should reflect economic stakes," they wrote [11]. The disagreement is about duration. That passage does not say how long "over time" is, or what should trigger the change.

A founder's adviser would answer that a minority holder is defending its own terms, and that an exchange that refuses the structure loses the company to one that accepts it [2]. NBIM's reply is about price. According to research the memo cites, weakening shareholder rights can raise a company's cost of capital, and companies with stronger protections have historically traded at higher valuation multiples [12]. In my view this is the stronger half of NBIM's argument. A founder can set a higher cost of capital against the value of control at the point of listing.

The memo applies the same test to disclosure and litigation, granting the goal and contesting the method. "Streamlining company reporting can cut unnecessary costs, but disclosures that investors rely on to exercise their rights and make decisions should not be sacrificed to do so," the authors wrote [13]. On lawsuits, NBIM says shareholders should keep a choice of forum, and that safeguards against frivolous litigation should not block claims with merit [14].

Little changes for a listed company this week. The commitment is to talk more: "We will step up our own engagements with markets participants on shareholder rights," the authors wrote [8]. The consequence comes later, in what NBIM asks regulators and exchanges to do, and in how it treats the companies that use the looser rules [7]. NBIM ties all of this to its objective of delivering the highest possible long-term returns for future generations [16]. A board that adopts unequal voting rights or narrows shareholders' legal options this quarter is setting terms that this engagement will test in later years [11][14].

What to watch

  • Whether NBIM sets a time frame or trigger for unequal voting rights to converge with economic stakes.
  • Public responses from exchanges or index providers to NBIM's claim that they share responsibility for shareholder rights.
  • Whether NBIM's stepped-up engagement appears as formal positions in listing-rule consultations.
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