This table illustrates Discovery, Inc.'s share class structure, with three classes of common stock. Discovery is a global media company domiciled in the United States. The only material difference between the share classes is voting power attributed to each series of stock. Besides the three series of common stock, Discovery's share capital also includes two series of convertible preferred stock, Series A-1 and Series C-1, which are convertible into Series A and Series C common shares, respectively.
Price per share and shares outstanding as of March 15, 2019.
Shares outstanding, market capitalization, and aggregate vote are in millions.
The numbers are rounded.
Discovery's wedge enables certain shareholders to exert outsized influence and control, despite minority economic interests in the enterprise. Table 2.2 lists Discovery's 10 largest beneficial shareholders, depicting the substantial voting power ascribed to certain shareholders without a corresponding economic interest.
TABLE 2.2 Discovery, Inc.'s Largest Beneficial Shareholders
Source: FactSet (2019).
| Largest Beneficial Shareholders | Economic Ownership (%) | Voting Power (%) | |
| 1 | Advance/Newhouse Programming Partnership (ANPP) | 26.3 | 24.1 |
| 2 | The Vanguard Group, Inc. | 7.3 | 5.8 |
| 3 | BlackRock Inc. | 4.8 | 3.7 |
| 4 | Hotchkis & Wiley Capital Management, LLC | 3.3 | 0.0 |
| 5 | John C. Malone | 2.6 | 21.4 |
| 6 | Clearbridge Investments, LLC | 2.5 | 5.8 |
| 7 | FMR LLC | 1.9 | 4.5 |
| 8 | Capital Research Global Investors | 1.7 | 4.0 |
| 9 | JPMorgan Chase & Co. | 1.3 | 3.0 |
| 10 | David M. Zaslav | 0.4 | 0.5 |
| Total top 10 beneficial shareholders | 52.1 | 72.8 | |
| ANPP + John C. Malone | 28.9 | 45.5 |
This table lists the largest beneficial shareholders by economic ownership, and the corresponding voting power attributed to each of those beneficial shareholders. Because of Discovery's dual-class share structure, certain shareholders have disproportionate voting rights relative to their economic interest. The economic ownership and voting power columns of this table present the Series A-1 and Series C-1 shares on an “as converted” basis. Each Series A-1 share is convertible into nine shares of Series A stock, and each Series C-1 share is convertible into 19.3648 shares of Series C stock. Numbers are rounded for presentability.
SUMMARY AND CONCLUSIONS
Common stock represents residual claims to a corporation's profits after meeting other stakeholders' claims. The majority of companies link economic interest in the company with control, enabling one share to carry one vote for issues requiring shareholder approval. Although common stock generally is more homogenous than corporate debt issuances, several mechanisms are available for corporations to differentiate one class of stock from another.
Besides ordinary common stock, this chapter discusses several forms of more complicated share listings. For single classes of stock, these include cross-listings, depositary receipts, dual-listed companies, and tracking stock. Cross-listed shares enable domestic companies to trade in foreign markets. Depositary receipts similarly achieve this goal via a financial intermediary, both with and without the company's sponsorship. Dual-listed companies are a special instance of common stock. Found
