Business: Stocks and ownership

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One very natural thing that can happen is:

  1. You start a company. You are a passionate and visionary founder; the company is built in your image, and its success comes from following your philosophy. Perhaps it is even named after you.
  2. It becomes very valuable.
  3. You would like to sell your stock in the company for a ton of money, because money can be used for many things that you like (philanthropy, yachts, etc.).
  4. But you would like to continue to control the company, because you care passionately about it but also because its value is dependent on your unique vision and you don’t want someone else to mess that up.

Traditionally, ownership and control rights are connected: If you own 51% of the stock of the company, you can replace the board of directors and appoint the chief executive officer and generally tell the company what to do; if you sell that 51% to someone else then they get to do those things. But modern corporate finance is pretty flexible and there are ways around that. In particular, if you are a visionary founder and you want to take your company public, you can do it with dual-class stock (E.g., GOOG and GOOGL), so you can sell a bunch of your stock and still keep control of the company. Snap Inc. even went public with  non-voting stock: The founders could get lots of cash for their company without giving up any control at all.

In theory you could do even weirder things. You could sell 100% of the stock of the company to a single buyer, in a merger, and keep control anyway. Just write in the merger agreement “Buyer will own Company, but Seller will get to appoint its board of directors, who will continue to run the company.” A very weird thing to do! And no reason to think a buyer would agree. But I guess it’s theoretically possible, why not. Or you could slice it more finely: “Buyer will own Company and run it, but Seller will continue to appoint an independent board of directors, who will have final say over philosophical matters.” That way you get your money, and someone else takes over the problems of running the business day to day, but the company still has to follow your broad vision. It’s still your passion project, so the elements that you are passionate about preserving — the parts of your vision that made it so valuable — are still in your control.

This rarely happens, but it does happen from time to time.


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