Pershing Square Holdings, Ltd.: Voting Rights, Governance, and Investment Implications as of April 30, 2025

The evolving landscape of corporate governance and shareholder dynamics has never been more critical to investors. Nowhere is this clearer than in the case of Pershing Square Holdings, Ltd. (PSH), a publicly traded investment vehicle managed by Pershing Square Capital Management, L.P. As of April 30, 2025, the company’s voting rights structure, regulatory disclosures, and portfolio performance offer a compelling lens to evaluate its investment merits and governance risks.

Voting Rights: A Dual-Class Structure with Substantial Control

Pershing Square Holdings’ voting rights framework is intentionally complex. As of April 30, 2025, the company reported 360,790,802 Total Voting Rights, split between 180,034,610 Public Shares (each with one vote) and a single Special Voting Share held by VoteCo, which carries 180,756,192 votes. Treasury shares (30,922,140) are excluded from voting eligibility. This structure ensures that the holder of the Special Voting Share retains 55.7% of total voting rights, granting decisive influence over corporate decisions.

While such a setup is common in dual-class share structures, the concentration of power raises questions about accountability. For instance, a shareholder crossing a 3% voting threshold must disclose their stake under Dutch and Guernsey regulations, but the Special Voting Share holder’s control remains largely unchecked. This dynamic underscores the importance of aligning with a manager whose interests are transparently aligned with public investors.

Regulatory Compliance: Thresholds and Transparency Obligations

The company’s governance is governed by a labyrinth of regulations. Under the Dutch Financial Supervision Act and Guernsey’s financial rules, shareholders must notify authorities if their voting rights exceed 3%, 5%, or 10% of the total. Additionally, Pershing Square’s Articles of Incorporation mandate disclosures for holdings reaching 3%, 4%, 4.25%, 4.50%, 4.75%, or 5% of outstanding Public Shares. These stipulations aim to prevent stealthy stake accumulation but also highlight the operational complexity of managing a globally regulated entity.

Notably, U.S. retirement plans are restricted from holding PSH shares due to ERISA and IRC provisions, which complicates liquidity for institutional investors. This limitation may pressure the stock’s price dynamics, as seen in .

Portfolio Performance: A Concentrated, High-Conviction Strategy

Pershing Square’s April 2025 portfolio reflects its contrarian, long-term investment philosophy. With $15.95 billion in assets under management (AUM), the fund holds 15 long positions across sectors including Consumer Products, Financials, and Technology—no short positions. Equity exposure leans heavily on Large-Cap stocks (106%), with smaller allocations to Mid-Cap (11%) and Small-Cap (1%).

The 1.9% gross performance for the month underscores the challenges of navigating a volatile market. However, the fund’s 16% performance fee on NAV appreciation above a high-water mark incentivizes managers to prioritize long-term value creation. This structure could bode well for investors if the fund’s large-cap bets outperform over time, though the fee structure may compress returns during downturns.

Governance Risks and Strategic Considerations

The Special Voting Share’s dominance introduces inherent governance risks. While it ensures stability in decision-making, it also reduces shareholder influence. For instance, a 5% swing in Public Share ownership would require disclosure, but the holder of the Special Voting Share could still override such changes. This asymmetry may deter passive investors seeking a say in corporate strategy.

Moreover, the fund’s $15.95 billion AUM raises questions about scalability. A concentrated portfolio with 15 positions leaves limited room for error in large-cap sectors, which are increasingly crowded. The 106% Large-Cap exposure suggests a reliance on market leadership, which could amplify volatility during macroeconomic shifts.

Conclusion: A High-Reward, High-Risk Proposition

Pershing Square Holdings, Ltd. presents a compelling but nuanced investment opportunity. Its $15.95 billion AUM, 1.9% monthly return, and 15 long positions in high-conviction sectors signal confidence in its managers’ prowess. However, the 55.7% voting control via the Special Share and regulatory hurdles like ERISA restrictions impose governance and liquidity constraints.

Investors must weigh these factors against the fund’s performance incentives. The 16% performance fee above a high-water mark aligns manager and investor interests, but the dual-class structure demands trust in the Special Share holder’s judgment. For those willing to accept the risks, the fund’s focus on undervalued large caps could yield outsized returns. For others, the asymmetry of voting power and regulatory complexity may be dealbreakers.

In the end, Pershing Square’s April 2025 disclosures paint a picture of a high-conviction, high-stakes investment vehicle—a testament to the delicate balance between concentrated control and shareholder democracy in modern finance.