Lyft seeks to go public with a dual-class stock ownership structure that allows the co-founders to retain significant influence.
Amy Hamilton

2019-03-11 10:32:00 Mon ET

Lyft seeks to go public with a dual-class stock ownership structure that allows the co-founders to retain significant influence over the rideshare tech unicorn. Within the dual-class structure, Class A shares follow the one-share-one-vote rule for new investors, whereas, Class B shares empower the co-founders John Zimmer and Logan Green and their executive managers to have 20 votes per share. The co-founders may end up owning more than 27% of equity stakes with near-majority control. This dual-class stock ownership structure has become prevalent among U.S. public corporations such as CBS, Comcast, Facebook, Ford, Google, News Corp, Nike, Snap, and Viacom etc. The co-founders keep significant influence over most matters that require shareholder approval, such as director nominations and elections and major corporate transactions from M&A deals and capital investment projects to R&D expenditures and other asset sales.

Harvard law professor Lucian Bebchuk criticizes the dual-class capital structure. The average costs of a lifetime lock on control tend to be especially large when the co-founders are young at the time of the IPO. The costs of inferior leadership can substantially increase when the co-founders cannot address dynamic changes in the business environment. This concern further aggravates when the dual-class structure enables a transfer of founder control to an heir who might be unfit to lead the company. Many dual-class structures allow controllers to reduce their fraction of equity capital over time without relinquishing control, and controllers often do so to diversify their stock portfolios to fund other investment projects.

When the wedge between the interests of controllers and public minority investors grows over time, the agency costs of a dual-class structure are likely to increase. Corporate controllers with a thin fraction of equity capital have perverse incentives to keep an inefficient dual-class structure. The reason is that the controllers would capture only a fraction of corporate efficiency gains (which would be shared by all shareholders), but would fully bear the costs of forgoing private benefits of control that arise from the dual-class structure.

Bebchuk proposes a *sunset provision* that stipulates the eventual expiration of dual-class structures after a specific period of time such as 10 years or 15 years. This provision empowers co-founders to retain their lock on corporate control with minimal short-term market pressure in the early-IPO stage of their entrepreneurial efforts; meanwhile, the dual-class structure should eventually converge toward the more efficient first-class structure.

 


If any of our AYA Analytica financial health memos (FHM), blog posts, ebooks, newsletters, and notifications etc, or any other form of online content curation, involves potential copyright concerns, please feel free to contact us at service@ayafintech.network so that we can remove relevant content in response to any such request within a reasonable time frame.

Blog+More
U.S. tech titans increasingly hire PhD economists to help solve business problems.
Monica McNeil

2019-03-19 12:35:00 Tuesday ET

U.S. tech titans increasingly hire PhD economists to help solve business problems.

U.S. tech titans increasingly hire PhD economists to help solve business problems. These key tech titans include Facebook, Amazon, Microsoft, Google, Apple,

+See More
Most artificial intelligence applications cannot figure out the intricate nuances of natural language and facial recognition.
Fiona Sydney

2019-09-01 10:31:00 Sunday ET

Most artificial intelligence applications cannot figure out the intricate nuances of natural language and facial recognition.

Most artificial intelligence applications cannot figure out the intricate nuances of natural language and facial recognition. These intricate nuances repres

+See More
Would you rather receive $1,000 each day for one month or a magic penny that doubles each day over the same month?
Laura Hermes

2017-04-07 15:34:00 Friday ET

Would you rather receive $1,000 each day for one month or a magic penny that doubles each day over the same month?

Would you rather receive $1,000 each day for one month or a magic penny that doubles each day over the same month? At first glance, this counterintuitive

+See More
Fed Chair Janet Yellen says the current high stock market valuation does not mean overvaluation.
Jonah Whanau

2017-12-11 08:42:00 Monday ET

 Fed Chair Janet Yellen says the current high stock market valuation does not mean overvaluation.

Fed Chair Janet Yellen says the current high stock market valuation does not mean overvaluation. A stock market quick fire sale would pose minimal risk to t

+See More
Facebook, Twitter, and Google executives explain the scope of Russian interference in the U.S. 2016 presidential election.
Apple Boston

2017-09-19 05:34:00 Tuesday ET

Facebook, Twitter, and Google executives explain the scope of Russian interference in the U.S. 2016 presidential election.

Facebook, Twitter, and Google executives head before the Senate Judiciary Committee to explain the scope of Russian interference in the U.S. presidential el

+See More
President Trump nominates Jerome Powell to be the new Federal Reserve chairman.
Fiona Sydney

2017-10-03 18:39:00 Tuesday ET

President Trump nominates Jerome Powell to be the new Federal Reserve chairman.

President Trump has nominated Jerome Powell to run the Federal Reserve once Fed Chair Janet Yellen's current term expires in February 2018. Trump's

+See More