4 ms·

I might be naive, but are you not going to get caught doing this? Because if you're secretly selling enough shares that your voting rights will have an actual i

I might be naive, but are you not going to get caught doing this? Because if you're secretly selling enough shares that your voting rights will have an actual impact, it seems like that'll be a fair amount of money you'd also need to transfer secretly, which is not that easy.

valuearb 6y ago
No, controls would be trivial to evade. Let’s say I have a billion dollars worth of Tesla stock that I’ve owned for a decade, giving me twice as much votes as normal. You want to increase your voting power, and are willing to pay $1.5B for my shares to do so. We sign a loan agreement. You loan me $1.5B at a high interest rate, secured by my shares and my agreement to vote them as per your instructions. If you demand repayment I can pay off the loan in full simply by surrendering my shares to you, and all interest is forgiven. If I want to repay the loan, I have to pay the full balance, all interest and a prepayment penalty in cash, no stock accepted. You don’t want me to repay the loan so the shares can retain their ownership premium, and so I can’t without paying a massive penalty + interest. You can never require me to repay the $1.5B, I can simply surrender the shares, so I can spend it immediately any way I want. So we can keep this “loan“ going for decades more, or until you want to sell these shares. Presumably you will sign a similar “loan” agreement with your buyer to maintain the voting power the share accumulated.
- r00fus 6y ago
  I was with you until the end - how does transferability function with this kind of loan arrangement?
  - valuearb 6y ago
    On its face it’s clearly harder, just because now you need three parties to sign a new loan agreement. It could be made much easier if the loan is assignable under same terms, especially if parts of the loan are assignable for proportionate parts of the shares. And if the benefits are significant, I would bet this creates a whole tertiary layer of brokers, bankers and lawyers enabling these kind of transactions with standardized loan agreements and clearing houses.

valuearb 6y ago

No, controls would be trivial to evade. Let’s say I have a billion dollars worth of Tesla stock that I’ve owned for a decade, giving me twice as much votes as normal. You want to increase your voting power, and are willing to pay $1.5B for my shares to do so. We sign a loan agreement. You loan me $1.5B at a high interest rate, secured by my shares and my agreement to vote them as per your instructions. If you demand repayment I can pay off the loan in full simply by surrendering my shares to you, and all interest is forgiven. If I want to repay the loan, I have to pay the full balance, all interest and a prepayment penalty in cash, no stock accepted. You don’t want me to repay the loan so the shares can retain their ownership premium, and so I can’t without paying a massive penalty + interest. You can never require me to repay the $1.5B, I can simply surrender the shares, so I can spend it immediately any way I want. So we can keep this “loan“ going for decades more, or until you want to sell these shares. Presumably you will sign a similar “loan” agreement with your buyer to maintain the voting power the share accumulated.

r00fus 6y ago
I was with you until the end - how does transferability function with this kind of loan arrangement?
- valuearb 6y ago
  On its face it’s clearly harder, just because now you need three parties to sign a new loan agreement. It could be made much easier if the loan is assignable under same terms, especially if parts of the loan are assignable for proportionate parts of the shares. And if the benefits are significant, I would bet this creates a whole tertiary layer of brokers, bankers and lawyers enabling these kind of transactions with standardized loan agreements and clearing houses.