RE: JP Morgan Securities PLC1 Jul 2026 18:16
Credit to AI
How They Work
Typically, equity swaps are "cash-settled," meaning the investor gets the monetary gains or losses of a stock without ever holding the underlying shares. Consequently, they usually do not grant voting rights. However, the decoupling of economic and voting rights allows investors to manipulate corporate control through two primary structures:
Long Shares + Short Cash Swaps:
An investor buys the physical shares (which gives them voting rights) but hedges all the economic risk by entering into an equity swap where they pay the stock's returns to a bank. This grants them voting control without having any actual financial skin in the game (known as "empty voting").
Long Cash Swaps + Voting Arrangements:
In certain over-the-counter (OTC) swap contracts, a counterparty or institutional bank retains the physical shares as a hedge but legally agrees to cast those shareholder votes exactly as the swap-buyer directs.
Why Investors Use Them
Stealth Accumulation:
Investors can accumulate massive voting influence over a company without tripping the standard transparency thresholds required for physical share purchases.
Corporate Takeovers:
Hedge funds or activists may use these swaps to quietly amass enough voting weight to influence a board decision, wage a proxy fight, or block a merger.
Decoupled Risk:
It permits an investor to have a say in corporate governance (e.g., voting on executive pay or strategic direction) without suffering the financial consequences if the companyβs stock price plummets.