Dual-listed companies aren't fair or balanced
By Andy Serwer

(FORTUNE Magazine) – Lost in the hullabaloo over whether Google's Dutch-auction IPO was an egalitarian watershed or a bureaucratic disaster is the fact that the Internet search giant set itself up as a dual-listed company. That means that founders Sergey Brin and Larry Page and other insiders retained control. For that and other sins, proxy advisor Institutional Shareholder Services recently rated Google's corporate governance worse than any company's in the S&P 500. Makes Google's corporate motto--"Don't be evil"--ring a little hollow, don't you think?

Dual-listed companies are entities in which regular stockholders own shares that usually entitle them to dividends and such, but with only limited voting rights. Meanwhile, stockholders with supervoting stock maintain control of the company by virtue of owning shares that often have, say, ten-to-one voting power. In my opinion, that's about as fair as taxation without representation. Yet you don't hear anyone calling for a dual-listing tea party, which is crazy. Why should an investor care about, for instance, how many outside directors a company has if he doesn't have an even more fundamental right--an equal say in how the company is run?

Companies have often chosen dual listing when entrepreneurs or founding families sought to take their businesses public but wanted to retain control of their babies. From the 1920s until 1986 the NYSE didn't allow those companies to be listed on the Big Board, so the dual listers had to turn to the Amex or Nasdaq. Today, according to the IRRC, a corporate-governance research firm, more than 11% of the some 2,000 companies it tracks have two classes of stock.

Among that group are dozens of high-profile corporations. Blue-chip newspaper companies such as New York Times, Dow Jones, and Washington Post have two classes of stock. Ditto for Coors, Ford, and Tyson Foods. Same with cable and media giants Adelphia, Comcast, and Viacom. Hollinger and Sotheby's are also on the list. It's truly a mixed bag of wonderful, mediocre, and terrible companies. That's an important point, because in almost every case the controlling shareholders would suggest that they employ dual listing essentially because they know what's best for the company.

Newspaper companies deserve special mention here. When pressed about their supervoting stock, family members usually plead that their businesses are public trusts. Oh, really? Is the New York Post a public trust? Or the National Enquirer? And why hasn't Gannett (publisher of USA Today)--with a stock that has performed quite well over the years, thank you very much--ever seen fit to issue supervoting stock?

The bottom line: There is nothing to suggest that companies with two classes of stock are any better or worse corporate citizens or stock market performers or, for that matter, function better as public trusts than those with one class of stock. What we do know is that it makes giving management the boot next to impossible. And at companies like Adelphia, Hollinger, and Sotheby's, that has been a real travesty.

When the NYSE acquiesced to allowing companies with two classes of stock to list on the Big Board, corporate raider T. Boone Pickens expressed his displeasure in an article in the Washington Post: "A long time ago in this country, it was decided there would be one person, one vote. Why isn't it the same in corporate America?" Good question, Boone. If these managers are topflight stewards of their companies, why do they need to hide behind supervoting stock?

ANDY SERWER, editor at large of FORTUNE, can be reached at aserwer@fortunemail.com. Read him online in Street Life on fortune.com and watch him on CNN's American Morning and In the Money.