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U.K.-based payments company Wise has secured shareholder approval to shift its primary stock listing to the United States and extend supervoting rights for CEO Kristo Käärmann by an additional ten years, in a dual move that underscores the growing influence of U.S. tech governance models on global capital markets.
The vote clears the path for Wise — one of the U.K.’s most prominent tech listings — to proceed with its planned relocation, pending final approval from a U.K. court. While the company will retain a secondary listing in London, the move signals a broader trend of high-growth technology firms seeking valuation and governance environments more aligned with long-term founder control.
Dual-Class Debate Reaches the U.K.
Wise’s proposal included a notable governance change: the extension of Class B supervoting shares — previously set to expire in 2026 — which give Käärmann disproportionate voting power. These shares currently carry nine votes per share, compared to one for Class A shareholders.
The extension brought renewed attention to the dual-class share structure, a feature common in U.S. tech listings but more contentious in the U.K., where it has historically limited index eligibility and raised concerns over investor protections. Wise’s original 2021 listing was the largest-ever tech debut by market value in London but failed to qualify for the FTSE 100 index due to dual-class restrictions.
Governance advisers Glass Lewis and Institutional Shareholder Services (ISS) both flagged concerns over the proposed extension but ultimately supported the resolution. The vote passed with broad backing, including from major investors such as Andreessen Horowitz.
Shareholder Trade-Offs
The shareholder decision reflects a larger question facing public markets: how much authority to grant founders in return for long-term strategic focus and potential growth. Wise’s board has argued that the dual-class structure is essential to maintaining independence and enabling the company to invest in cost-efficient cross-border payments, rather than prioritizing near-term earnings or shareholder payouts.
Opposition came from Taavet Hinrikus, Wise’s co-founder and former chair, who criticized the decision-making process and the bundling of the supervoting proposal within broader listing changes. Wise countered that the governance model was endorsed by the board at the time of listing and remains aligned with its long-term mission.
The dispute reflects broader tensions in capital markets over founder control, especially as companies scale and governance structures evolve post-IPO.
U.S. Listings Gain Appeal
Wise’s move adds to the list of high-profile firms opting to shift away from London in favor of U.S. markets, where dual-class shares are widely accepted and tech valuations tend to be higher. The London Stock Exchange has relaxed its listing rules in recent years to compete more directly with New York, but results have been mixed.
The decision also comes amid regulatory ambiguity over shareholder rights and index inclusion standards — issues that continue to influence where tech companies choose to list. In the U.S., dual-class shares without expiration have become standard practice among firms such as Meta and Alphabet. While they remain controversial, investor appetite for high-growth tech firms has often overridden concerns over voting asymmetry.
Operational and Strategic Implications
Wise processed £145 billion ($195 billion) in cross-border payments in its last financial year, serving nearly 16 million users. Its model, focused on low-fee international transfers, continues to position it as a competitive alternative to traditional banks and remittance services.
Analysts say the extension of Käärmann’s voting rights could provide continuity for a business still in a global expansion phase, particularly amid competition in the digital remittance and business payments market. However, critics warn that excessive entrenchment could reduce board accountability and expose the company to activist or regulatory challenges over time.
The outcome also highlights a broader shift in global governance standards, as U.S. market practices increasingly influence corporate structures abroad. Whether Wise’s move sets a precedent for other U.K.-based fintech firms remains to be seen — but it is a clear signal that founder-led governance, despite its critics, continues to hold sway when aligned with investor expectations of long-term value.
