Sorry I may not be clear, as Matriac has clarified above, the Glazers when they sell off their class B shares, then in the absence of those shares being sold to a person with lineage etc to Malcolm, the shares becomes class A shares.
This they (articles of association/memorandum) refer to a process of conversion ie from class B to class A , the buyer of the shares being a non Glazer entity.
Therefore in theory you could have any number of B class shares in the future , not necessarily the number that were created when the arrangment started at the time of the listing at the NYSE.
Then as long, say Joel (as the last holder of class B shares), owns 10% of the ordinary shares his class B share or shares give him 67% of the vote.
They can sell B shares to someone not in their family/lineage without the shares converting to A shares. But they all have to agree to this.
The rules are set up this way so no individual persons in the family can sell away the voting power in the club. However if they all agree together they can make an amendment at the time of the sale that the Class B shares they are selling in this transaction will continue to exist as Class B shares.
To give an example.
There are currently a total of 164.7 million shares in the club. 54.5m Class A, and 110.2m class B.
If every Glazer sibling except for Avram were to sell their shares now WITHOUT agreeing to make any changes to the current shareholder agreement, then their shares would need to be converted to Class A shares, meaning there would be 148.1m A shares and 16.6m B shares.
Avram would hold all the remaining B shares, which would only be a total of 10.07% of all existing shares in the club. But because his B shares hold more value and he still has more than 10% of all the shares (as B shares) then his voting power is still counted as 67% and he would control the club alone.
But because of this, the Glazers will never want to sell their shares individually, since the value lies in control of the club. Nobody would pay a significant sum to own up towards of right under 90% of the club, but still not be allowed to make decisions for the club.
So what will need to happen is that the Glazers together have to find an arrangement they can all agree on. If that is all of them selling their shares at the same time, or only the majority of them selling, they still will need to make an amendment together that allows the purchaser to get B shares and control of the club. They can agree that 4 of them sell their shares and 2 keep theirs (some or all), but that the B shares sold at this time would give the new owner the power over the club (otherwise the purchaser wouldn't buy from the 4 siblings).
If only 4-5 of them agree to selling the control of the club right now, then the last remaining Glazer can essentially force the other siblings to wait with selling since they would all prefer to sell B shares for the value they get for being controlling shares. (Unless that 6th Glazer is either Kevin or Edward, as they alone would not have 10% of the shares.)
This was likely engineered by the father so that all the family members would own the club together and would need to agree together when the right time to sell control of the club is, but still allowing the siblings to sell some or all of their shares at any time if they really needed some money for something else, without removing any significant ownership/decisionmaking of the club from the family.
That is likely the intent anyway, and if 4-5 wants to sell, but 1-2 is not willing to agree, then there might be a lawsuit between family members to try to force the minority to agree to sell control of the club.
