Also, is there any precedent for this or companies you know of doing similar?
A few ideas I’ve been playing with:
1. Put the IP into a trust, like Ben & Jerry did.
Ben & Jerry worried that their acquirers would corporatize their brand in the name of profits, I.e. substitute with poor ingredients, reverse decisions designed to be ecologically friendly.
Their acquirers did that.
They effectively sued and regain control of the company.
Liability is a massive deterrent, but the ability to enforce it is necessary.
Very telling that even with an enforceable ability to reverse the transaction the acquirer still played the game they said they wouldn’t do.
2. Make it an employee owned co-op.
Employee owned companies are incredibly stable and unlikely to be acquired because the employees know they will be disposable as soon as they are acquired.
3. Make it customer owned, like Vanguard.
4. (Potentially) structure ownership using a crypto token that gives voting rights to holders. Dfinity is a pretty cool example of this experiment. Important to mitigate brute force overthrown by majority token holders.
I have never met nor heard of a founder who was happily acquired.
The team leading acquisitions has only one job, get you to sell. No one “owns” fulfilling on the promises they make on the other side.
If you want to sell, it’s fine.
But if you care about anything more than an exit, it’s heartbreaking.
I’m very interested to see what other options people may find.
how does this work? If the employees are the ones who own equity, the acquirer would need to pay to purchase those equity and thus, an employees cannot be disposed until they no longer own any equity. Or they can choose to not be acquired, or raise the price of acquisition to be high enough that they get FU money.
Sure. Write it into the articles of incorporation. You could even require unanimous shareholder approval to change that clause.
Of course, if you're the sole shareholder, you can still unilaterally change those terms. But presumably that's not the case that needs protection.
That said, I suggest assuming that (a) you won't be running this when you're 85 years old, and (b) you won't know ahead of time whether an acquirer is great, awful, or somewhere in between. Rather than trying to predict ahead of time, design around a change of control - not necessarily to Facebook, but to someone. Write a privacy policy that binds future owners - whoever they are.
(If you wanted to make it truly permanent, you could probably give one share to someone who you know would always vote against changing the bylaws. That's pretty weird, though.)
can you write it in such a way as to prevent any future shareholders from changing it without dissolving the company?
+ No repayments, but interest keeps growing and foundation can block takeovers. Or by making debt so high that it’s not a viable buy. (I am not saying this is what signal did..but this is what I would do)
https://techcrunch.com/2018/02/21/signal-expands-into-the-si...
There seems to be a Ship of Theseus problem.
tldr; A poison pill is a shareholder rights plan or other strategy that can be used to fend off an acquirer or force them to the negotiating table.
Cited article has examples of hostile takeover bids thwarted using Poison Pills from '80s used in the Oil industry to Netflix in 2012.
It is not a total ban on acquisition but more of a strategy to help the board with a negotiating tool.