Founder Doctrine · WeWork · 2019 · 1:42

WeWork gave its founder 20 votes a share. Then the IPO was withdrawn.

WeWork's August 2019 IPO filing gave Adam Neumann 20 votes per share. The filing was withdrawn on September 30. By 2024 all prior equity was canceled and Yardi took 60% in a $450 million rescue.

Transcript

On August 14, 2019, WeWork's parent filed to go public. Buried in the filing was a number that decided everything: 20. That was how many votes each of Adam Neumann's high-vote shares carried.

WeWork could have listed with a standard structure, where the board can check the founder. Instead, a three-class share structure gave Neumann majority voting control. What it gave up was a board able to say no.

A supervoting founder structure is a bet that one person's judgment will stay better than every check you have just disabled.

Investors balked. In September 2019, an amended filing cut the votes to 10 per share, added the board's first female director, and made Neumann return $5.9 million paid for the We trademark. On September 30, the filing was withdrawn. In November 2023, WeWork filed for bankruptcy, listing liabilities of roughly $10 billion to $50 billion.

In 2024, all prior WeWork equity was canceled. Yardi, a real-estate software company, took 60% control by writing the largest check in a $450 million rescue.

Governance was not WeWork's only problem; its economics were risky too. But the design meant the person whose judgment most needed checking was the one person who could not be checked. Before you give anyone an override, decide who still gets to stop them.

The records behind this video

Every figure in the video comes from this Decision Record, each with its sources.

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