A separation between voting rights and economic rights
A foundation trust office, better known as STAK, is a foundation established to separate voting rights from economic rights.
Shareholders have economic profit rights and legal voting rights. These rights can be separated by depositing shares in a depositary receipt and bringing these depositary receipts under the management of the STAK. The STAK will pay dividends to the depositary receipt holders and the Board of the STAK will hold the voting rights instead of the depositary receipt holders.
When would setting up an STAK be interesting for SMEs? For example, if an employer wants to motivate his employees by allowing them to share in the profits, but does not want to give them control. A director and major shareholder can use an STAK to issue certificates to his employees entitling them to the profits. This gives them a financial incentive to stay with the company for the long term and perform to the best of their ability without giving them control of the company.
If, as a DGA, you do not want to provide your key people within the company with certificates or shares but still want to bind them to the company, an alternative to the STAK is a SAR (Stock Appreciation Rights) arrangement. A SAR gives an employee the right to claim a cash reward during or after a certain period, based on the price development of the underlying share. The employee is thus rewarded based on the increase in value that the company realizes over a defined period.
An STAK is also interesting if, for example, there is a business succession in a family business. If one of the children wants to take over the company but you don't want to disadvantage the other children, you can use an STAK. Your potential successor can be appointed as director of the STAK and therefore has voting rights. Your other child can then receive certificates from the STAK which entitle them to dividends.
Difference with non-voting shares
An STAK has a number of advantages over shares without voting rights. First of all, holders of depositary receipts for shares in an STAK do not have the right to attend meetings. Non-voting shareholders do have this right and must therefore be called to attend shareholders' meetings. In addition, no civil-law notary needs to be involved in the transfer of depositary receipts, which saves time and money. An STAK is therefore an ideal means of binding personnel to your company on the one hand, and offering a solution to a business succession issue on the other.