by JERRY DAVIS
PHOTO/Richard Drew/AP
It poses real risks to democracy.
Coinbase’s plan to go public in April highlights a troubling trend among tech companies: Its founding team will maintain voting control, making it mostly immune to the wishes of outside investors.
The best-known U.S. cryptocurrency exchange is doing this by creating two classes of shares. One class will be available to the public. The other is reserved for the founders, insiders and early investors, and will wield 20 times the voting power of regular shares. That will ensure that after all is said and done, the insiders will control 53.5% of the votes.
Coinbase will join dozens of other publicly traded tech companies – many with household names such as Google, Facebook, Doordash, Airbnb and Slack – that have issued two types of shares in an effort to retain control for founders and insiders. The reason this is becoming increasingly popular has a lot to do with Ayn Rand, one of Silicon Valley’s favorite authors, and the “myth of the founder” her writings have helped inspire.
Engaged investors and governance experts like me generally loathe dual-class shares because they undermine executive accountability by making it harder to rein in a wayward CEO. I first stumbled upon this method executives use to limit the influence of pesky outsiders while working on my doctoral dissertation on hostile takeovers in the late 1980s.
But the risks of this trend are greater than simply entrenching bad management. Today, given the role tech companies play in virtually every corner of American life, it poses a threat to democracy as well.
All in the family
Dual-class voting structures have been around for decades.
When Ford Motor Co. went public in 1956, its founding family used the arrangement to maintain 40% of the voting rights. Newspaper companies like The New York Times and The Washington Post often use the arrangement to protect their journalistic independence from Wall Street’s insatiable demands for profitability.
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