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Reflecting on his public company experience, Zayo's CEO advises creating super-voting shares for insiders during an IPO. This concentrates control and makes the company a much less appealing target for activist investors who can't easily gain influence.
Upcoming mega-IPOs from companies like OpenAI and SpaceX will likely feature dual-class share structures. This mechanism grants certain insiders, typically founders, shares with outsized voting power (e.g., 10 votes per share). This allows them to retain control over the company's strategic direction even after diluting their economic ownership by going public.
To effectively influence a company's capital allocation, build a long-term relationship and privately educate management on your thought process. Avoid public activism or short-term demands like immediate share buybacks, which management teams often see through and dismiss.
The most powerful incentive for increasing employee ownership is to make founder exits to their employees tax-free. This aligns financial self-interest with a social good, making it more profitable for a founder to sell to their team than to private equity.
Unlike in private equity, an early-stage venture investment is a bet on the founder. If an early advisor, IP holder, or previous investor holds significant control, it creates friction and hinders the CEO's ability to execute. QED's experience shows that these situations are untenable and should be avoided.
Activists can be effective even in companies with dual-class shares or founder control. The mechanism for influence is not the threat of a proxy fight but the power of good ideas and relationships to achieve strategic alignment with the controlling party.
When an experienced founder starts a new venture based on their own vision, the equity split doesn't need to be 50/50. By framing it as 'my deal,' the primary founder can retain a supermajority (e.g., 80%) while giving a technical co-founder a smaller but still meaningful stake.
For highly-capitalized companies like SpaceX and OpenAI, bankers are designing new IPO structures. Instead of standard 90-180 day lockup periods, they're planning staggered share releases over a longer timeframe to manage immense selling pressure from a large base of private shareholders and prevent post-IPO stock volatility.
Beyond high compliance costs, companies are deterred from going public by the constant threat of "vexatious" class-action lawsuits following any stock dip and the weaponization of shareholder proposals, which makes managing annual general meetings a significant burden. These factors discourage the transition to public markets.
Granting a full co-founder 50% equity is a massive, often regrettable, early decision. A better model is to bring on a 'partner' with a smaller, vested equity stake (e.g., 10%). This provides accountability and complementary skills without sacrificing majority ownership and control.
Zayo CEO Dan Caruso learned that activist investors often create value for themselves, not shareholders, by manufacturing stock volatility. They can create negative sentiment, buy low, then reverse their stance to sell high, profiting from the swings.