Robinhood just filed its S-1, proposing to raise $2 bn on a $35 bn valuation. Robinhood is continuing what has become de rigueur by now – a dual class structure that ensures the founders will control the company once it goes public. OK, I guess I'm board with that. I mean, it's definitely not the first time, and by now markets seem nonplussed by founder-led companies going public this way. I won't quibble. But I don't understand is why Robinhood – like other founder-led companies with dual class stock – has opted for a classified board structure. I mean, what's that about. A classified board will obviously be necessary for purposes of preventing a takeover by combining it with a pill. But, this company has a dual-class structure. It's basically immune from a hostile takeover. It won't ever need a pill.
Then, there's this. They've entered into a Founder's Voting Agreement by which each of the founders agrees to vote for the other for the board:
I guess that's prudent planning, since both of the founders together hold over 50% of the vote. This will ensure that they vote for each other, even if they no longer want to. Bound together until the bitter end.
-bjmq