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Discovery, Inc. is a global media company incorporated in the United States whose share capital is divided into three series of common stock – Series A, B, and C – and two series of convertible preferred stock – Series A-1 and C-1. With Discovery's three classes of common stock, the economic interest varies substantially from the respective voting interest of the class. Discovery's Form 10-K filing with the SEC indicates that these three classes “have equal rights, powers and privileges, except as otherwise noted” (Discovery, Inc. 2019, p. 120), continuing to explain that the only material difference between the share classes is voting power attributed to each series of stock. Besides the three series of common stock, Discovery's share capital also includes two series of convertible preferred stock, Series A-1 and Series C-1, which are convertible into Series A and Series C common shares, respectively. Table 2.1 presents Discovery, Inc.'s common share structure, exemplifying the wedge between economic and voting interests among the share classes.

TABLE 2.1 Discovery, Inc. Common Equity Share Class Structure

Source: FactSet (2019).

Class	Ticker	Price	Shares Out.	Market Cap.	Economic Interest	Voting Rights	Aggregate Vote	Voting Power
Series A	DISCA	$27.43	157.8	$4,327.6	23.0%	1.0	157.8	53.7%
Series B	DISCB	31.00	6.5	201.9	1.1	10.0	65.1	22.2
Series C	DISCK	25.90	360.5	9,337.9	49.6	0.0	0.0	0.0
Series A-1		27.43	70.7	1,938.6	10.3	1.0	70.7	24.1
Series C-1		25.90	116.5	3,018.1	16.0	0.0	0.0	0.0
Total Discovery, Inc. (As converted basis)	18,823.9	100.0		293.6	100.0

This table illustrates Discovery, Inc.'s share class structure, with three classes of common stock. Discovery is a global media company domiciled in the United States. The only material difference between the share classes is voting power attributed to each series of stock. Besides the three series of common stock, Discovery's share capital also includes two series of convertible preferred stock, Series A-1 and Series C-1, which are convertible into Series A and Series C common shares, respectively.

Price per share and shares outstanding as of March 15, 2019.

Shares outstanding, market capitalization, and aggregate vote are in millions.

The numbers are rounded.

Discovery's wedge enables certain shareholders to exert outsized influence and control, despite minority economic interests in the enterprise. Table 2.2 lists Discovery's 10 largest beneficial shareholders, depicting the substantial voting power ascribed to certain shareholders without a corresponding economic interest.

TABLE 2.2 Discovery, Inc.'s Largest Beneficial Shareholders

Source: FactSet (2019).

	Largest Beneficial Shareholders	Economic Ownership (%)	Voting Power (%)
1	Advance/Newhouse Programming Partnership (ANPP)	26.3	24.1
2	The Vanguard Group, Inc.	7.3	5.8
3	BlackRock Inc.	4.8	3.7
4	Hotchkis & Wiley Capital Management, LLC	3.3	0.0
5	John C. Malone	2.6	21.4
6	Clearbridge Investments, LLC	2.5	5.8
7	FMR LLC	1.9	4.5
8	Capital Research Global Investors	1.7	4.0
9	JPMorgan Chase & Co.	1.3	3.0
10	David M. Zaslav	0.4	0.5
	Total top 10 beneficial shareholders	52.1	72.8
	ANPP + John C. Malone	28.9	45.5

This table lists the largest beneficial shareholders by economic ownership, and the corresponding voting power attributed to each of those beneficial shareholders. Because of Discovery's dual-class share structure, certain shareholders have disproportionate voting rights relative to their economic interest. The economic ownership and voting power columns of this table present the Series A-1 and Series C-1 shares on an “as converted” basis. Each Series A-1 share is convertible into nine shares of Series A stock, and each Series C-1 share is convertible into 19.3648 shares of Series C stock. Numbers are rounded for presentability.