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Comment on Expensify S-1

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Prior to the completion of this offering, all of our outstanding shares of LT10 and LT50 common stock, representing approximately % of the combined voting power and % of the economic interest in us immediately following the completion of this offering, will be contributed by the beneficial holders of such shares (the “Trust Beneficiaries”) to a new voting trust (the "Voting Trust”) formed pursuant to a voting trust agreement (the “Voting Trust Agreement"), under which all decisions with respect to the voting (but not the disposition) of such shares of LT10 and LT50 common stock, as well as any other shares of any class of common stock held in the Voting Trust from time to time, will be made by the trustees of the Voting Trust (the “Trustees”) in their sole and absolute discretion, with no responsibility under the Voting Trust Agreement as stockholder, trustee or otherwise, except for his or her own individual malfeasance. The initial Trustees of the Voting Trust will be David Barrett, our CEO, Ryan Schaffer, our CFO, and Jason Mills, our Chief Product Officer. The Voting Trust and its Trustees will, for the foreseeable future, have significant influence over our corporate management and affairs, and will be able to control virtually all matters requiring stockholder approval. The Voting Trust is irrevocable and terminates upon the earlier of the written agreement between us and the Trustees and the date on which all shares of LT10 and LT50 common stock automatically convert into shares of Class A common stock in accordance with the terms of our amended and restated certificate of incorporation, which will occur when all of the then-outstanding shares of LT10 and LT50 common stock represent, in the aggregate, less than 2% of all then-outstanding shares of common stock.

For 88 million in Revenue (FY2020)... you can buy the stock and have no say at all in how the company is run....

Seems like par for the course nowadays for companies to issue two classes of stock with the second class having little to no voting power.

I hate this, but us purchasers have no one but ourselves to blame.

The major index providers (FTSE Russell, MSCI, and S&P Dow Jones) have either banned or restricted stocks like this from their indexes. If you stick to mutual funds or ETFs that track these indexes, then you're speaking with your money by avoiding these stocks.

https://corpgov.law.harvard.edu/2018/08/22/dual-class-index-...

Seven or more years out from their IPOs, firms with perpetual dual-class stock trade at a significant discount to those with sunset provisions (using median relative valuation)

Dual-class can be beneficial first few years. They provide smooth transition from private to public company. If if there is not a sunset clause, they start performing worse. Performance of Corporate Royalty degrades over time without pressure from other shareholders.

Perpetual Dual-Class Stock: The Case Against Corporate Royalty https://www.sec.gov/news/speech/perpetual-dual-class-stock-c...

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