By Liz Hoffman 

Among the litany of criticisms Nelson Peltz is spraying at DuPont Co., one set takes aim at the governance of a company DuPont is spinning off.

In launching a fight for four board seats at the Delaware chemicals giant Thursday, Mr. Peltz's Trian Fund Management LP complained that DuPont's performance-chemicals unit, soon to be spun off into a new company called Chemours, is girded with provisions that silence shareholders.

Trian says the corporate defenses show that DuPont, which is setting up the new company's governance structure, doesn't welcome shareholder input.

"They had a blank sheet of paper to design a corporate structure to go forward with good governance or bad governance" and chose the latter, Mr. Peltz said in an interview.

Data show many spinoffs include similar structures. With a public company spinoff, a company breaks off a division and creates new shares, typically distributed in pro-rata fashion to the original shareholders. Advisers who help write the governance rules for these fledgling companies say spinoffs are especially vulnerable hostile takeovers or interference from activist investors, which typically buy stakes in companies and then press for changes.

"DuPont follows corporate governance best practices," a spokeswoman said in a statement. "Chemours' governance is consistent with common practice for a company being spun-off to protect the interests of all shareholders and provide stability during the initial period of being a new public entity."

Chemours, which is expected to start trading early this year, will have a staggered board, which makes it harder for dissidents to quickly win board influence. The company won't allow investors to act by so-called written consent, a less formal way to oust directors. Changing the charter requires support from 80% of shares--a high bar, especially given that many investors simply don't vote in corporate elections.

Chemours will require support of 35% of shares to call a special meeting. That is higher than many companies. For example, 25% sufficed at Allergan Inc. during an attempted hostile takeover last year, though about 40% of S&P 500 companies don't give shareholders the right to call a special meeting at all, according to researcher FactSet.

In comparison, about 55% of spinoffs that started trading in 2014 have a staggered board, according to FactSet. Two-thirds don't give shareholders the ability to force a special meeting, and 72% set a high bar for shareholders to vote to dismantle these defenses.

If the goal is to ward off activists, the fear is justified. Of 39 spinoffs that have gone public since 2012, about half count an investor with a history of activism among their 10 largest stockholders, according to FactSet.

Advisers say spinoffs are more vulnerable to threats in the early going, when their shares trade hands quickly and activists pore over newly released financials and research new management teams.

David Benoit contributed to this article.

Write to Liz Hoffman at liz.hoffman@wsj.com

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