The SpaceX prospectus filed on 20 May 2026 will be remembered for the numbers. A $1.75 trillion valuation. The largest IPO in history.
For anyone in listed company governance, the numbers are the least interesting part.
42% of the equity. 85% of the votes.
Class A shares sold to the public carry one vote. Class B shares held by Musk and insiders carry ten. Musk ends up with 85.1% of voting power on a 42% economic stake.
SpaceX has elected “controlled company” status under Nasdaq Rules meaning no requirements for a majority-independent board, no independent compensation committee, no independent nominating committee. Musk continues as CEO, CTO and Chairman.
The only way to remove him from any of those roles is a vote of the Class B holders. He owns 93% of them.
The California Public Employees’ Retirement System and the New York State Comptrollers put it in their joint letter: “as a mathematical matter,” he can only be fired if he votes against himself. There is no time-based sunset either.
The US is competing to accommodate this.
Brief context for UK readers. In January 2024, a Delaware court voided Musk’s $55.8bn Tesla pay package on the basis that the board’s process had been compromised by his effective control. Musk re-domiciled Tesla, and then SpaceX, to Texas. Texas is a state with no comparable body of case law on controlling-shareholder accountability, and a legislature visibly willing to legislate against it.
Texas has taken decisive steps. Senate Bill 29, enacted in May 2025, placed the business judgment rule into statute, permitted public companies to require a minimum of 3 percent ownership to bring a derivative action, which at SpaceX’s valuation exceeds 50 billion dollars, and limited shareholder access to informal communications in books and records requests. As a result, the investigatory tool most heavily relied upon by the Delaware court is now significantly more difficult to use.
The dual listing on Nasdaq and Nasdaq Texas strengthens this shift. Both exchanges operate under identical substantive rules, so there is no opportunity for rule arbitrage between them. The Texas listing instead provides the factual record, including the principal place of business and exchange of listing, to support the argument that Texas law rather than Delaware law governs any future internal affairs dispute.
None of this directly translates to the UK. We do not have state-level competition for corporate law. Companies Act 2006 protections do not flex with venue choice.
What it does tell us is the direction of travel. The US is not tightening on founder control. It is competing to accommodate it.
The UK question
The FCA’s 2024 reforms permit dual-class structures at admission with no time limit and no voting ratio cap for natural persons. The case for the reforms was reasonable as London lost 40% of its listed companies between 2008 and 2024.
But the binding constraint on UK listings was rarely governance rigour alone. Pricing, liquidity, index inclusion and valuation multiples did more of the work.
The bedrock UK minority protections, the Corporate Governance Code, the QCA Code, the Stewardship Code and other forms of legislation & guidance collectively do more work than is often acknowledged. None of them would apply, in equivalent form, to a Texas-incorporated dual listed dual-listed company on the Nasdaq Stock Market and Nasdaq Texas.
The harder question
When the next founder-led mega-listing chooses between London, New York etc, and chooses against us, the pressure to match the US benchmark piece by piece will be real.
The temptation will be to compete on accommodation. To frame minority protections as friction. To treat the Stewardship Code as a competitiveness, drag rather than a feature of the system that keeps long-term capital allocating into UK equities at all.
The more difficult argument, and the more persuasive one, is that a market in which governance is properly priced ultimately has greater long term value than one in which it is not.
So, a question for the governance community:
What, in practical terms, does the UK offer an internationally mobile founder that the United States does not? And if the answer is that it offers less, is that a shortcoming that needs to be addressed or a position that should be maintained?
As global markets tilt toward founder‑dominant structures, UK companies face critical governance choices. The arch.law Company Secretarial team helps boards and founders navigate dual‑class structures, listing readiness and UK governance obligations with clarity and confidence.
If you’re considering your governance options, our team can help you understand the implications. Get in touch with the arch.law CoSec team or shaun.zulafqar@arch.law
