Wise's U.S. move proposals face fresh opposition from shareholder advisers

Wise's proposed U.S. listing is facing fresh opposition from its second-biggest shareholder, Skaala Investments, and shareholder advisors Glass Lewis and PIRC, primarily due to the planned extension of its dual-class share structure. Critics argue this move entrenches power and compromises UK corporate governance standards, with PIRC recommending a vote against the proposal. Despite Wise's claim of overwhelming shareholder support, the upcoming July 28 vote will be a critical test of investor sentiment regarding these governance concerns.

Analysis

Wise's (WISEa.L) proposed move of its primary listing to the U.S. is facing significant and mounting opposition centered on corporate governance. The core issue, highlighted by the company's second-largest shareholder, Skaala Investments, and advisory firm PIRC, is the simultaneous extension of its dual-class share structure. Critics argue this structure entrenches disproportionate voting power with a small group, including the CEO, and represents a move away from the robust shareholder protections of the UK's listing regime. While advisory firm Glass Lewis has also expressed new concerns over the share structure, it still supports the overall U.S. move, indicating a divided opinion among proxy advisors. The situation is further complicated by a direct contradiction, where Wise claimed PIRC's support, a statement PIRC later publicly refuted, recommending a vote against the proposals. This public dispute casts doubt on Wise's assertion of overwhelming shareholder favor and frames the upcoming July 28 vote as a critical and uncertain test of management's strategic direction and credibility.

Key Decisions for Investors

• Investors should closely monitor the outcome of the July 28 shareholder vote, as a rejection would represent a significant setback for management and its U.S. listing ambitions.
• The vocal opposition from a major shareholder and advisory firms flags a persistent governance risk associated with the dual-class share structure, which could impact long-term institutional ownership and valuation, even if the proposal passes.
• Given the conflicting reports from the company and advisory firm PIRC, and the divided opinions among advisors, investors should prepare for heightened stock price volatility around the vote and scrutinize the credibility of management's communications.