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Probably not for the general case. Voting rights are almost irrelevant to the average shareholder in public equity (including institutional holders unless they
by tomatocracy 9y ago
Probably not for the general case. Voting rights are almost irrelevant to the average shareholder in public equity (including institutional holders unless they have large blocks). If they truly disagree with management, they'll just sell instead and put their money elsewhere. It's both less work and less risky than trying to force change - management can ultimately simply say "feel free to vote us out if you disagree" knowing that that is extremely unlikely to ever happen because it's so incredibly rare that a large enough group of shareholders in a listed company feel strongly enough to go down that route.
Large institutional blocks will probably be structured this way because the cost of doing so is low so "why wouldn't you?". In fact there are companies out there where this is already the case as they have similar rules in their constitutional documents and the large blocks do indeed work that way.
There are actually many examples of companies where some shareholders are disenfranchised in one way or another (e.g. family ownership with special rights, minority listings, this type of scheme, 51% "Russian Dolls" holding companies, etc etc). Generally where I've seen these type of rules they serve to strengthen management against shareholders and entrenches the agency conflict to the detriment of the company's value over the long term.
Realistically, in a more typical listed company with a diverse shareholder base the only realistic option shareholders have is to force management out. The irony is that this rule acts to stop this from happening or slow it down and insulate management from that threat (further entrenching the agency conflict between shareholders and management).
Investors who are in the business of more actively engaging with management and strategy tend to do so away from public markets because it's not really that great a strategy unless you can gain significant control in terms of %age stake - so Private Equity, VC, family ownership, etc mostly tend not to be things that happen in publicly listed companies.