Just weeks after moving its primary listing to Nasdaq, Wise faces a shareholder class action lawsuit alleging that it understated weaknesses in its anti-money laundering controls. The lawsuit follows regulatory scrutiny in Europe and setbacks to the fintech company's US expansion plans.

The case is notable because it arrives shortly after a strategic decision that was itself controversial. Wise's move to the US was widely seen as a way of preserving its dual-class share structure (DCSS), but it has also placed the company in a market where shareholder claims are more common and can emerge rapidly following regulatory concerns.

Why Is Wise Facing a Shareholder Lawsuit?

The proposed class action alleges that, between 11 May and 23 July 2026, Wise and other defendants misled investors by understating regulatory risks linked to deficiencies in its anti-money laundering and counter-terrorist financing controls. According to the claim, certain statements lacked a reasonable basis and investors suffered losses when additional details came to light.

Wise announced its long-awaited Nasdaq listing on 11 May, meaning only around three months separated its US listing from the commencement of shareholder litigation. On 1 June, Belgian prosecutors disclosed that Wise was being investigated over suspicions that criminals had used its accounts for money laundering. The Bureau of Investigative Journalism reported that the company’s platforms were suspected of being connected to around €500 million (US$557.1 million) in suspicious transactions across 30 European countries. Following those reports, Wise Group’s US-listed shares fell by more than 5% on 1 June, almost 5% on 2 June and a further 7% on 3 June.

Later that month, Wise encountered another setback in its US expansion plans. On 21 July, the US Office of the Comptroller of the Currency rejected the company’s application to become a national trust bank, citing concerns about its anti-money laundering controls and management’s familiarity with banking regulations. Securing a national trust bank charter could have reduced costs and strengthened Wise’s competitive position in the US market.

The episode highlights an important trade-off for companies moving from London to New York. While US markets can be more accommodating of concentrated founder control, they also expose issuers to a more active shareholder litigation environment where investors can move quickly when alleged disclosure shortcomings emerge. Comparable legal remedies exist in the UK, but claims remain relatively uncommon and typically face higher procedural barriers.

For Wise, the situation is particularly striking because the move to the US was a strategic choice rather than a necessity. As a result, the company now finds itself confronting one of the principal risks associated with the market it chose to enter.

Wise’s Dual-Class Share Structure and US Listing

Wise did not move its primary listing to the US to address money laundering concerns. Instead, the decision was widely viewed as being linked to efforts to extend the life of its dual-class share structure (DCSS), an issue that proved divisive among shareholders.

When Wise listed on the London Stock Exchange in 2021, it adopted a dual-class share structure that was due to revert to a single-class structure in 2026 under its original sunset provisions. By moving its primary listing to the US, after previously considering a New York Stock Exchange listing, the company gained the ability to extend the structure until 2036.

Dual-class shares give certain investors – typically founders and executives – superior voting rights over other shareholders. This risks severely restricting shareholders’ ability to effectively holding companies to account and having their voices heard through voting on shareholder proposals due to uneven rights. DCSS, sunset clauses and associated risks were explored in a separate Minerva Analytics briefing and webinar.

The proposed move was controversial because the extension of the dual-class structure and the transfer of the primary listing were combined into a single shareholder resolution. Co-founder Taavet Hinrikus, who opposed the proposal, argued that shareholders should have been able to vote on the two issues separately and urged proxy advisers to recommend opposition to the extension. Skaala Investments, then Wise’s second-largest shareholder, also criticised the approach, arguing that the proposed extension had been effectively buried within the wider listing proposal. Despite these objections, the resolution passed comfortably.

The debate is particularly notable given the direction of wider governance reforms. Wise’s original five-year sunset provision mirrored the safeguard attached by the Financial Conduct Authority when dual-class structures were first admitted to the premium segment in 2021. However, reforms introduced in July 2024 removed that time limit for enhanced voting rights held by directors and other individuals, leaving only certain pre-IPO institutional holders subject to a ten-year cap. The US, meanwhile, does not have any mandatory sunset provisions for DCSS yet.

A similar trend can be seen in the EU. The Multiple-Vote Shares Directive, which member states must transpose by 5 December 2026, requires countries to permit multiple-vote structures on smaller markets. Proposals for mandatory safeguards were diluted during negotiations, leaving the use of sunset clauses largely to national discretion. In practice, time limits on unequal voting rights have been removed in London, made optional in Brussels and were never a feature of New York.

What Wise’s Nasdaq Listing Means for Investors

For boards considering a move from London to New York, Wise offers a clear illustration of an often-overlooked trade-off. A US listing may provide greater governance flexibility and strategic opportunities, but it also places companies within a legal environment where shareholder litigation is faster, more established and potentially more costly when regulatory concerns emerge. The case demonstrates that changes to listing venue can affect not only access to capital, but also the level of accountability companies face when risks crystallise.