01 · Exits & Liquidity
How SpaceX's staged IPO lockups released 911.5 million shares, why the stock rose anyway, and what founders should map before calling an IPO a liquidity event.
Governance
A founder can own most of the company and still lose a decisive vote. Map board seats, stockholder votes, appointment rights, and investor consents before your seed round closes.
10 min read · July 29th, 2026
A contra-CUSIP usually means your position was segregated for a tender, appraisal claim, or other corporate-action instruction. Here is what the code proves, what it cannot prove, and what to ask your broker.
Ungranted option pool shares usually receive no acquisition consideration, but the pricing concession they created at financing survives to closing. Model the pool twice.
Owning 51 percent can decide some shareholder votes while leaving the board, investor vetoes, disclosure rules, and controller duties on separate tracks.
The DOJ let CalPortland close its $712 million purchase of Vulcan's California ready-mix concrete assets, then required three of the plants to keep competing against their own owner: separate management, a spending floor, a veto over staff transfers, and an overseer the government approved.
Circle announced a $4.5 billion SPAC deal, repriced it to $9 billion, closed neither, and booked $44.2 million of termination costs. Here is what dies, who pays, and what a founder should model before signing.
Arm China's directors voted to remove CEO Allen Wu in June 2020. He kept the company seal, legal-representative registration and practical control for almost two years.
How Chinese VC redemption clauses can turn a missed IPO into founder personal liability, court enforcement, and spending restrictions, plus what to negotiate before signing.
Baoneng used insurance float and 1:2 leverage to reach 25.4% of China Vanke. The bid ended when a state metro operator bought the register and a regulator banned Yao Zhenhua from the insurance industry for ten years.
Zong Fuli inherited 29.4% of Wahaha, while its state shareholder, employee vehicle, trademarks, operating network and US$1.8 billion offshore account all answer to different decision makers.
Hindenburg's report erased $150 billion from Adani Group in ten days. Three years, a Supreme Court panel, and five foreign regulators later, India's securities watchdog still could not say who owned the offshore funds counted as its independent shareholders.
HYBE bid ₩120,000 a share for K-pop label SM Entertainment. Kakao spent ₩240 billion keeping the market price above it, won the company at ₩150,000, and got its founder indicted for the trade that won it. The appeal ruling is due October 2026.
Effissimo and 3D Investment Partners forced an investigation, ousted a chairman, and beat two board plans at the ballot box. Toshiba's answer was a ¥2 trillion buyout that erased the meeting they kept winning.
In 2011, Jack Ma transferred Alipay out of Alibaba's structure without full board approval, for $50 million against a billion-dollar estimate. Three years later Alibaba's IPO didn't restore shareholder control. It replaced it with a partnership that nominates the board on almost no ownership at all.
The National Security Agreement behind Nippon Steel's $14.1 billion buyout gave the U.S. government one non-economic share with a standing veto. In September 2025 it used that share to overrule a plant closure the new owner had already announced.
Pershing Square offered €30.40 a share for Universal Music, a 78% premium, and lost to a 2021 relationship agreement whose voting covenants cover dividend policy and two board seats. How concert parties, the 30% mandatory offer threshold, and the Dutch cooling-off period decide who has to say yes.
Richard Baker took the Saks Global CEO title on 2 January 2026 and gave it up on the 13th, the petition date. Neiman Marcus's former chief executive came back to run the company, senior bondholders took the equity, and the structure that shielded the real estate worked exactly as designed.
Hanmi's founding family owed about ₩540 billion in inheritance tax, payable in cash in six instalments against stock Korea will not accept as payment. Six years later the largest shareholder is the founder's hometown friend, at 35.1%.
Kusuri no Aoki's takeover defense passed with 55.5% in February 2026. The control it protects was bought in 2020 with options the company valued at ¥691 and sold for ¥5, then delivered by a buyback and a market-tier downgrade.
Pierre Castel's Singapore fund and Luxembourg holding chain were built to prevent an heirs' war. Three shareholder votes later, nobody can say who runs the group.
LVMH shows why preserving family ownership does not choose the next chief executive. Separate inheritance, control, board authority, and the operating job.
Toyota Industries opened its take-private at ¥16,300 and closed at ¥20,600 with no rival bidder. The special committee produced part of the increase; the 42.01% minimum acceptance condition produced the rest.
How tender offers, proxy slates, disclosure suits, financing guarantees, and ticking fees can overturn a board's preferred acquisition deal.
Chip Wilson spent about $6 million on a Lululemon proxy fight and settled for two directors he cannot call, a quarterly meeting governed by Regulation FD, and a declassified board that arrives in 2028.
Tesla's failed advisory xAI vote did not bind its board. The $2 billion related-party investment shows what abstentions and shareholder approval really mean.
Artius II raised $220 million, found no merger by its deadline, and chose liquidation. Here is what expires, who gets cash, and what target founders should learn.
Cloudflare borrowed $2.5 billion at a 0% coupon, spent $259.5 million limiting dilution, and showed founders where the real cost of convertible debt sits.
Cloudflare's Series FF and Class C plan shows how a board can replace an ownership sunset while preserving founder liquidity and voting control.
The Murdoch settlement shows how voting stock, trusts, trustees, holding companies, buyouts, standstills, and board rights decide control after a founder dies.
Calculate what each post-money SAFE sells, how stacked caps and pro rata rights change the next round, and which cap-table scenarios to run before accepting another cheque.
Calculate 1x non-participating, participating, multiple, and senior liquidation preferences before a sale turns the headline price into a very different common-stock payout.
See how a pre-money option-pool top-up changes founder dilution, calculate a 10% post-close reserve correctly, and negotiate the pool from a real hiring plan.
Five seed-stage mistakes that can cost founders their equity, company control, and personal assets, with real cases and a document-by-document audit.
The Bolloré family owns 93% of Compagnie de l'Odet, which owns 71.6% of Bolloré SE, which owns 29.9% of Vivendi. Two French courts and the AMF spent 21 months litigating only the last number, because it's the only one sitting next to a 30% trigger.
Elliott called the 2015 Samsung C&T–Cheil ratio a giveaway to Lee Jae-yong. The pension fund vote that saved it sent a cabinet minister to prison. A 2026 UK ruling says that vote was never the government's decision at all.
A $465 million sale that paid the founders zero, a court that called it entirely fair, and the arithmetic that turns a decade of your life into a below-market engineering salary.
LG's Koo Kwang-mo was adopted as heir in 2004, before there was anything to inherit. When his father died in 2018, the family split an 11.28% stake so he got 77.7% and three women got 22.3%, almost the exact inverse of Korea's statutory shares. A Seoul court just upheld it.
Wirecard's €1.9 billion fraud had four institutions legally positioned to catch it: the auditor, the supervisory board, the regulator, and the press. Here is exactly what each one's rulebook let through, and what it means for who checks your numbers.
The wrong angel costs more than their cheque. A screening process, the four clauses that decide whether you keep control, and the real cases where a $500K investor killed a $250M exit.
Two activist funds holding under 6% of Danone got chairman and CEO Emmanuel Faber removed in a March 2021 board meeting, nine months after 99.4% of shareholders enshrined the company's social mission in its bylaws. The mission clauses sit in different statutes entirely from the ones that decided his fate.
FINMA erased CHF 16.5 billion of Credit Suisse AT1 bonds by decree in March 2023 while equity holders kept UBS stock and neither company's shareholders got a vote. A Swiss court has since ruled the write-down unlawful. It still hasn't ordered a franc back.
Both programs cost real equity and sell a real product. Here is what that product actually is, who it works for, and the founder profile that should almost certainly say no.
LVMH used cash-settled equity swaps with three banks to build a 17% stake in Hermès without tripping French disclosure rules, then paid a fine worth a rounding error next to the stock it was later forced to give away.
How down rounds, structured bridges, warrants, and option pools change founder ownership and voting control, with a clearly labeled worked hypothetical.
How modern raiders move, which defenses boards can use, and what the first 60 days can look like in a clearly labeled worked hypothetical.