I attend church and think of myself as a kind person, yet I discourage issuers from giving investors voting rights. Here are a few reasons:
- Lack of Ability: Even if they go to church and are kind people, investors know absolutely nothing about running your business. If you assembled 20 representatives in a room and talked about running your business, you would (1) be amazed, and (2) understand why DAOs are such a bad idea.
- Lack of Interest: Investors invest because they want to make money and/or believe in you and your vision. They aren’t investing because they want to help run your business.
- Irrelevant Motives: Investors will have motives that have nothing to do with your business. For example, an investor who is very old or very ill might want to postpone a sale of the business to avoid paying tax on the appreciation.
- Bad Motives: Investors can even have bad motives. An unhappy investor might consciously try to harm your business or, God forbid, a competitor might accumulate shares in your company.
- Lack of Information: Investors will never have as much information about your business as you have. Even if they go to church, are kind to animals, and have your best interests at heart, they are unable to make the same good decisions you would.
- Drain on Resources: If you allow investors to vote you’ll have to spend lots of time educating them and trying to convince them to do what you think is best. Any time you spend educating investors is time you’re not spending managing your business.
- Logistics: Even in the digital age it’s a pain tabulating votes from thousands of people.
- Mistakes: When investors have voting rights you have to follow certain formalities. If you forget to follow them you’re cleaning up a mess.
I anticipate two objections:
- First Objection: VCs and other investors writing big checks get voting rights, so why shouldn’t Crowdfunding investors?
- Second Objection: Even if they don’t help run the business on a day-to-day basis, shouldn’t investors have the right to vote on big things like mergers or issuing new shares?
As to the first objection, the answer is not that Crowdfunding investors should get voting rights but that VCs and other large investors shouldn’t. The only reason we give large investors voting rights is they ask for them, and our system is called “capitalism.”
Before the International Venture Capital Association withdraws its invitation for next year’s keynote, I’m not saying VCs and other large investors don’t bring anything but money to the table. They can bring broad business experience and, perhaps most important, valuable connections. A non-voting Board of Advisors makes a lot of sense.
The second objection is a closer call. On balance, however, I think that for most companies most of the time it will be better for everyone if the founder retains flexibility.
To resolve disputes between the owners of a closely-held business we typically provide that one owner can buy the others out or even force a sale of the company. Likewise, while we don’t give Crowdfunding investors voting rights we should try to give them liquidity in one form or another, at least the right to sell their shares to someone else.
Give investors a good economic deal. Give them something to believe in. But don’t give them voting rights.