Celyad Oncology’s Share Structure and Voting Rights: Implications for Shareholder Influence and Corporate Control

Celyad Oncology’s corporate governance and capital structure present a complex interplay of concentrated control and minority shareholder interests. As of August 5, 2025, the company’s share structure includes 35,893,530 shares with single voting rights and 8,868,375 shares with double voting rights, totaling 44,761,905 outstanding shares and 53,630,280 voting rights [1]. This dual-class structure amplifies the influence of shareholders holding double-voting shares, a dynamic that has been further entrenched by Fortress Investment Group’s ownership of 60.96% of voting rights (32,691,987 voting rights) following a €1 million private placement in July 2025 [3]. Such concentration raises critical questions about corporate governance, shareholder influence, and long-term strategic flexibility.

Concentrated Control and Governance Risks

The dual-class structure inherently skews decision-making power toward major shareholders. For instance, Fortress’s 60.96% voting rights dominance—achieved through a combination of double-voting shares and recent capital increases—grants it outsized influence over board appointments, mergers, and capital-raising initiatives [3]. This aligns with broader debates in the biotech sector, where dual-class structures are often defended as tools to shield innovation from short-term market pressures but criticized for enabling governance entrenchment [4].

Celyad’s one-tier governance model, governed by the Belgian Code of Companies and Associations and its 2020 Corporate Governance Code, includes a nine-member board with independent directors and specialized committees (e.g., Audit, Nomination and Remuneration) [1]. However, the board’s ability to act in the collective interest of shareholders may be constrained by the disproportionate voting power of Fortress. For example, the company’s recent strategic review—announced in June 2025 to explore asset sales, mergers, or partnerships—could face resistance if Fortress prioritizes its own interests over broader shareholder value [5].

Industry Comparisons and Governance Standards

In contrast to Celyad’s dual-class model, many biotech peers, such as Valneva SE, adopt proportional voting rights structures, where shares confer equal voting power [6]. This approach enhances transparency and reduces the risk of governance entrenchment, aligning with investor demands for accountability. However, dual-class structures remain prevalent in the sector, particularly for firms requiring long-term R&D stability. Proponents argue that such models allow founders and major stakeholders to pursue high-risk, high-reward innovations without short-term shareholder interference [4].

The biotech industry’s evolving governance landscape also reflects growing scrutiny of dual-class systems. Initiatives like the Investor Coalition for Equal Voting Rights (ICEV) advocate for “sunset provisions” to phase out disproportionate voting rights within seven years of an IPO [4]. While Celyad’s structure does not explicitly include such time-limited provisions, its recent capital increases and strategic shifts suggest a potential inflection point for governance reform.

Implications for Minority Shareholders

Minority shareholders in Celyad face significant challenges under the current structure. With 35.89 million single-voting shares representing just 35.89% of total voting rights, their ability to influence corporate decisions is inherently limited [1]. This imbalance is exacerbated by the presence of 3.86 million warrants that could further dilute voting power if exercised, increasing the total diluted share count to 48.62 million and voting rights to 57.49 million [2]. Such dilution risks are a common critique of dual-class structures, as they can erode shareholder value and reduce accountability for executive decisions [4].

Moreover, Celyad’s strategic review—aimed at strengthening its balance sheet—introduces additional uncertainty. While asset sales or partnerships could unlock value, the process may prioritize Fortress’s interests, particularly if the firm’s voting dominance allows it to dictate terms without broad shareholder approval [5]. This dynamic mirrors concerns raised in cases like NovaBay Pharmaceuticals, where concentrated control led to significant dilution risks for existing shareholders [6].

Conclusion: Balancing Innovation and Accountability

Celyad Oncology’s dual-class share structure and concentrated voting rights reflect a governance model designed to prioritize long-term innovation but at the cost of minority shareholder influence. While this approach may support R&D continuity, it also raises risks of entrenchment and reduced accountability. As the biotech sector grapples with evolving governance standards—ranging from sunset provisions to enhanced ESG disclosures—Celyad’s strategic review and capital structure decisions will be pivotal in determining whether it can balance founder control with investor trust. For investors, the key question remains: Can the company leverage its governance flexibility to drive value creation without undermining the very innovation it seeks to protect?

Source:
[1] Shareholders Information - [https://celyad.com/investors/shareholder-information/]
[2] Celyad Oncology SA: Information on the Total Number of Voting Rights and Shares (Article 15 of the Law of 2 May 2007) - [https://www.businesswire.com/news/home/20250807768567/en/Celyad-Oncology-SA-Information-on-the-Total-Number-of-Voting-Rights-and-Shares-Article-15-of-the-Law-of-2-May-2007]
[3] Celyad Oncology SA: Publication of a Transparency Notification - [https://www.stocktitan.net/news/CYAD/celyad-oncology-sa-publication-of-a-transparency-notification-2zlqpgtss0t0.html]
[4] Shareholder Democracy and the Challenge of Dual Class Share Structures - [https://corpgov.law.harvard.edu/2025/02/11/shareholder-democracy-and-the-challenge-of-dual-class-share-structures/]
[5] Celyad Oncology announces strategic review - [https://celyad.com/2025/06/24/celyad-oncology-announces-strategic-review/]
[6] Corporate Governance in Biotech: The Double-Edged... - [https://www.ainvest.com/news/corporate-governance-biotech-double-edged-sword-voting-rights-strategic-direction-2508/]