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Legal Tensions Rise Between Wise and Its Co-Founder
Wise, the £10 billion fintech company known for its global money transfer services, is facing serious allegations from one of its own creators, as reported by Sky News. Taavet Hinrikus, who co-founded the company and now holds more than five percent of its shares through his investment group Skaala, has publicly challenged Wise’s latest governance move. The dispute focuses on a proposal to extend the company’s dual-class share structure by ten years as it prepares to shift its primary stock listing to the United States.
Hinrikus argues that the company’s handling of this proposal misled shareholders and ignored necessary regulatory transparency. He claims that the decision to bundle the extension of special voting rights with the vote on the U.S. listing unfairly limits investor choice. In statements made through Skaala, he expressed concern that the process lacks fairness and places unnecessary risk on all shareholders.
Disputed Claims Over Shareholder Guidance
The situation became more contentious following a public statement issued by Wise on 21 July. In that release, the company claimed that three key independent proxy advisory firms—ISS, Glass Lewis, and PIRC—had all recommended support for its governance proposals. According to Skaala, this claim was inaccurate and misrepresented the actual position of at least one of those firms.
Skaala pointed to a report by PIRC dated 15 July which, it said, explicitly recommended voting against the proposal. The report, according to Skaala, raised concerns about governance standards and the structure of the scheme. Despite being informed of this contradiction, Wise did not update the stock exchange via a formal channel. Instead, the company posted a clarification on its website on 23 July without notifying the market through an official regulatory release.
Skaala maintains that this decision violates the basic expectations of corporate disclosure. It argues that investors rely heavily on the guidance of professional proxy advisors and deserve accurate, timely updates when those recommendations are misquoted or misunderstood.
Accusations of Procedural Unfairness
Hinrikus also raised objections to the way the proposed extension of voting rights was embedded into the broader vote on the U.S. listing. He called this approach undemocratic, stating that shareholders were being forced to accept both parts of the proposal as a single decision, without the ability to vote on them separately.
Wise’s chairman, David Wells, responded by saying that the proposal complied with legal standards for a scheme of arrangement. He added that separating the governance extension from the listing process would misrepresent how such schemes work in practice. Skaala disagreed with this interpretation, stating that the company had received several legally viable suggestions for alternative structures.
According to Skaala, those alternatives were clearly communicated to Wise and cited by Glass Lewis in its commentary to clients. The firm says Wise rejected those proposals without offering public explanation or revision.
Legal Risks Ahead for the Company
Skaala has indicated that the matter could be challenged in court. In particular, it warned that the High Court may decline to sanction the current scheme at a hearing scheduled for the second quarter of 2026. Skaala pointed to what it described as serious flaws in the process, including procedural gaps and the way shareholder concerns have been handled.
If the court rejects the proposal, Wise may face delays lasting several months. The company could also incur additional costs and risk losing regulatory approvals needed for the U.S. listing. Skaala argues that these risks are unnecessary and stem from a decision to prioritize enhanced voting rights for the current CEO, Kristo Kaarmann.
Wise Responds to the Allegations
Wise has defended its conduct throughout the dispute. The company said it had initially received a report from PIRC dated 10 July, which appeared to support its proposals. It claims that it was unaware of the 15 July report—containing contrary advice—until 23 July. Once informed, Wise stated that it asked PIRC to provide the updated materials.
The company’s original dual-class structure was introduced during its 2021 listing on the London Stock Exchange. At that time, it was presented as a temporary measure, with a planned expiration five years after the listing. The current proposal would push that timeline into 2031, allowing existing leadership to retain enhanced control.
Supporters of dual-class models often say they enable long-term decision-making by shielding companies from short-term market pressure. Critics argue that such structures weaken shareholder rights and reduce accountability. In this case, those broader debates have been overtaken by immediate questions about accuracy, transparency, and procedural integrity.
Governance and Trust in the Fintech Sector
The dispute has placed Wise at the center of a broader discussion about corporate governance in fintech. Companies operating in this space often promote transparency and innovation, but the current row suggests that the governance practices of even the most prominent names remain open to challenge.
Taavet Hinrikus co-founded Wise with Kristo Kaarmann and helped build it into one of the UK’s best-known financial technology firms. Now, his public opposition to its leadership highlights divisions not only within the company, but also among its investor base.
The outcome of the dispute may influence how other fintech firms handle similar transitions in governance, especially when preparing to list in larger or more complex markets. For Wise, the legal and reputational consequences could prove just as significant as the shareholder vote itself.
As the matter moves toward court review, both sides appear prepared for a prolonged standoff. At the heart of the dispute lies a simple question: who gets to decide how power is distributed within a public company—and on what terms.
