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Snowflake announced earlier this month that it would give up its dual-class shareholder structure, a corporate governance setup that often gives founders and executives superior voting rights, typically involving 10 times as many votes for their own shares as others receive. The mechanism can enable founders to maintain control despite later dilution and may sometimes even grant ironclad control to an individual in perpetuity.
For many companies, these supervoting shares represent a highly powerful tool, allowing founders to have their cake and eat it, too — to go public and receive the advantages of being a public company while limiting the power of external shareholders to influence how they run the company once it floats.
Some founders and their investors argue that these preferred shares protect them from the short-term whims of the market, but the perspective isn’t universally accepted.
Some founders and their investors argue that these preferred shares protect them from the short-term whims of the market, but the perspective isn’t universally accepted. Dual-class shares are a controversial governance structure, and some wonder if they are setting up an unfair playing field by allowing a cabal to wield outsized power.
Why would Snowflake give up such a powerful tool a mere six months after it went public? We decided to look at the notion of dual-class shares and why Snowflake may have been willing to let them go.
Snowflake’s decision
If one of the primary purposes of dual-class shares is to consolidate CEO power, then perhaps Snowflake felt they weren’t necessary, given the history of CEO-shuffling at the company. While Snowflake’s founders are still part of the organization, they hired Sutter Hill investor Mike Speiser to be their first CEO, followed by former Microsoft exec Bob Muglia before finally bringing in veteran CEO Frank Slootman to take their company public.
Without an all-powerful CEO founder in place, perhaps the company felt that supervoting shares weren’t necessary. Regardless, Snowflake CFO Mike Scarpelli framed the move as a decision that works for all parties when he announced that his company would abandon the special shares during its earnings call earlier this month.
“Today, we announced that on March 1st, 2021, our Class B shareholders in accordance with our governing documents converted all of our Class B common stock to Class A common stock, eliminating the dual-class structure of our common stock and ensuring that each share has an equal vote. We view this as operationally beneficial to the company and our shareholders,” Scarpelli said during the call.
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