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Share classes aligned to founders

Screenshot of a Y Combinator post by Garry Tan about founder trust after asking Delve to leave YC
Garry Tan says YC asked Delve to leave after trust broke down in its founder community.

What this page covers

Share classes aligned to founders

Founder-aligned share classes matter when founders want to protect voting power, board influence, and strategic control through fundraising, restructuring, or a future listing.

In practice, the outcome depends on the rights attached to each class, shareholder approval thresholds, board composition, and the structure of the transaction or listing route.

In brief

  • If founders want to preserve meaningful influence, share classes should be reviewed alongside voting rights, board control, and shareholder approval mechanics.
  • For UAE-linked companies, this becomes more important when preparing for external investment, a reorganisation, or an IPO or direct listing path.
  • The right structure depends on the company, because changes in investor mix, target market, or listing venue can affect how founder control works in practice.

What to do

Founder alignment is not just about economic ownership. In capital raises and public-market planning, the practical issue is who controls key decisions, how the board may change, and whether the company could be pushed toward a different structure over time.

Different deal structures can reshape control after a transaction. In share exchanges, cash-and-stock deals, and governance resets, the rights attached to each share class can influence post-deal strategy, decision-making, and who leads the next stage of growth.

A practical review usually looks at the rights attached to each class, how voting works in real decision scenarios, what approvals major shareholders may require, and whether the structure still works if the company later changes jurisdiction, market, or investor base.

What to keep in mind

This issue is most relevant for founders, core shareholders, and companies preparing for capital raising, restructuring, or listing-related planning. It is especially relevant where there is a UAE link and access to public markets may become part of the plan.

There is no single founder-aligned model that suits every company. The right approach depends on the shareholder mix, governance goals, transaction structure, and the balance between economic ownership and decision-making power.

This page provides general information only. Any initial conversation is exploratory and does not constitute legal, investment, or listing advice, and does not create an adviser-client relationship.