Innate Pharma’s Share Structure and Voting Rights: Implications for Shareholder Influence and Governance in a Clinical-Stage Biotech

Innate Pharma, a clinical-stage biotechnology company focused on immunotherapies for cancer, operates in a sector where corporate governance and ownership dynamics are critical to long-term success. As of August 1, 2025, the company reported 92,184,823 ordinary shares outstanding, alongside 6,424 Preferred Shares 2016 and 7,581 Preferred Shares 2017 [1]. These preferred shares, part of the AGAP 2016 structure, carry disproportionate voting rights: 130 voting rights for AGAP 2016-1 and 111 for AGAP 2016-2 [1]. This creates a dual-class voting system, where a small number of preferred shareholders hold outsized influence. The total theoretical voting rights stood at 92,962,943, while exercisable voting rights (excluding treasury shares) were 92,944,368 [1]. Such a structure raises questions about shareholder alignment and decision-making authority.

Ownership Concentration and Major Shareholders

Innate Pharma’s ownership is concentrated among institutional and strategic investors. Sanofi, a key partner, increased its stake to 9.05% of ordinary shares and 8.98% of voting rights following a €15 million investment in April 2025 [4]. Novo Nordisk A/S holds 10.65% of shares, further cementing the influence of major stakeholders [3]. Institutional ownership, however, remains minimal, with only 0.17% of shares held by U.S. institutional investors, including the ETF Series Solutions-Range Cancer Therapeutics ETF [3]. This low institutional presence suggests limited external oversight, a common trait in clinical-stage biotechs where innovation often hinges on founder or strategic investor control.

The AGAP 2016 preferred shares, though limited in number, amplify voting power. For instance, a single AGAP 2016-1 shareholder could theoretically control 130 votes per share, dwarfing the 1-vote-per-share structure for ordinary shareholders. This concentration of voting rights could enable strategic investors like Sanofi to dominate board appointments and strategic decisions, even if their equity stake is modest [1].

Corporate Governance Reforms and Leadership Shifts

Innate Pharma has recently restructured its governance to align with international standards. At its 2025 Annual General Meeting, shareholders approved a transition from an executive/supervisory board model to a board of directors and CEO structure [2]. Irina Staatz-Granzer was appointed Chairwoman, and Jonathan Dickinson became CEO, marking a clear separation of roles. The board now includes eight members, including representatives from Bpifrance Participations, a state-backed investor [2]. This shift aims to enhance transparency and accountability, addressing concerns about concentrated control.

However, the AGAP 2016 structure remains a governance wildcard. Unlike AGAP 2017 preferred shares, which lack voting rights [1], AGAP 2016 shares retain their elevated voting power. This asymmetry could persist even as the company adopts modern governance frameworks, potentially limiting the board’s ability to act independently of major shareholders.

Industry Context: Dual-Class Structures in Biotech

Dual-class share structures are prevalent in clinical-stage biotechs, where founders and strategic investors seek to protect long-term innovation from short-term shareholder pressures. For example, NovaBay Pharmaceuticals’ David E. Lazar once controlled 90% of voting rights through non-voting preferred stock, enabling unilateral decision-making [1]. While such structures can shield companies from activist campaigns, they risk accountability gaps and governance asymmetries [2].

Research indicates that concentrated ownership can correlate with higher R&D investment, as major shareholders often prioritize long-term value creation [2]. However, this dynamic depends on board independence and accountability mechanisms. Innate Pharma’s recent governance reforms, including the appointment of external directors like Sally Bennett and Christian Itin, aim to balance strategic control with oversight [2].

Risks and Opportunities for Investors

Innate Pharma’s share structure presents both risks and opportunities. On one hand, the AGAP 2016 voting rights could enable strategic investors to drive R&D initiatives aligned with their interests, such as Sanofi’s focus on immuno-oncology partnerships. On the other, the lack of institutional ownership and potential governance asymmetries may deter risk-averse investors seeking diversified oversight.

Passive investors, though underrepresented in Innate Pharma’s shareholder base, could play a growing role in shaping governance through proxy voting and shareholder proposals [4]. Their influence is amplified when boards are independent, as seen in Innate Pharma’s recent appointments [2]. However, the effectiveness of these mechanisms hinges on the board’s ability to mediate between concentrated voting rights and broader shareholder interests.

Conclusion

Innate Pharma’s share structure and governance reforms reflect the broader challenges and opportunities in clinical-stage biotech. While the AGAP 2016 preferred shares concentrate voting power, the company’s transition to a board of directors and CEO model signals a commitment to modern governance. For investors, the key question is whether this balance will foster innovation without compromising accountability. As regulatory scrutiny of dual-class structures intensifies, Innate Pharma’s ability to align strategic control with transparent governance will be critical to its long-term success.

Source:
[1] Number of shares and voting rights of Innate Pharma as of August 1, 2025 [https://www.innate-pharma.com/media/all-press-releases/number-shares-and-voting-rights-innate-pharma-august-1-2025]
[2] Outcome of Innate Pharma's 2025 Annual General Meeting [https://www.innate-pharma.com/media/all-press-releases/outcome-innate-pharmas-2025-annual-general-meeting]
[3] Innate Pharma's Share Structure and Voting Rights [https://www.marketscreener.com/quote/stock/INNATE-PHARMA-35620/company-shareholders/]
[4] Innate Pharma Announces €15M Investment by Sanofi [https://www.biospace.com/press-releases/innate-pharma-announces-15m-investment-by-sanofi]