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> Is there any way to structure a company, or something we can do, so that it legally cannot be acquired by Facebook? Something beyond just making a pledge. Su
by troydavis 5y ago
> Is there any way to structure a company, or something we can do, so that it legally cannot be acquired by Facebook? Something beyond just making a pledge.
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.)
- chii 5y ago> Write it into the articles of incorporation. You could even require unanimous shareholder approval to change that clause. can you write it in such a way as to prevent any future shareholders from changing it without dissolving the company?
- troydavis 5y agoIn the US, not as far as I know, but I'm not an expert. In general, someone needs to be able to modify formation docs and generally that's shareholders. It's probably possible to attach that right to a certain share class (rather than all shareholders), but I don't think it can be eliminated entirely.