What is this buying out talked about something not escapable if not some legal reorganization is made? It has been being talked about other companies, too, and it sounds like if you have a form of a company, you can’t legally refuse monetary offers from someone to buy your company.
Is there such a legal mechanism that forces an owner to sell out if an offer is made, or is this more about proofing a company against CEO/shareholder personal sell out decision?
A company with a public offering basically cannot refuse a large enough buyout because with a public offering comes a financial responsibility to the shareholders. Public stock is a contract saying give me money and I’ll do my best to make you money back, and it’s very legally binding.
You can avoid this by never going public, but that also means you basically don’t get big investors for expanding what you can offer. A public offering involves losing some of your rights as owner for cash.
When the legal goal becomes “money above all else”, it is hard to justify NOT selling all the data and violating the trust of your customers for money, customer loyalty has to be monetizable and also worth more.
Proton has given a majority share to a nonprofit with a legal requirement to uphold the current values, not make money. This means that the remaining ownership can be sold to whoever, the only way anything gets done is if this foundation agrees. It prevents everything associated with a legal financial responsibility to make money, but still allows the business to do business things and make money, which seems to be proton’s founder’s belief, that the software should be sold to be sustainable.
Thanks for the detailed explanation about publicly traded companies, but what I wonder is the privately owned ones being forced to sell out, if there is such a thing.
For example, lets say Proton is owned by a few shareholders or just one, and it is not openly traded unless the shareholders make personal agreements to sell out or anything like that. If Google came with a truckload of cash and told these shareholders to sell their shares to Google, can they simply refuse the offer no matter how big is the pile of cash or the benefits of the offer, or do they have to find a legal reason to keep their shares? I mean, even the question sounds stupid and the answer should be “yeah you can just keep your share and run the company however you like, as long as you don’t go public listing”, but with all the concerns about the buyouts talked all around this last few years, the premise looks like it is hard to hold out.
I think a publicly traded company works that way as they have a fiduciary duty to the shareholders to make money, but the non-profit (controlling) part of proton has no such duty as their primary directive is their mission. They said I’m mostly talking out of my ass so I certainly could be wrong
What is this buying out talked about something not escapable if not some legal reorganization is made? It has been being talked about other companies, too, and it sounds like if you have a form of a company, you can’t legally refuse monetary offers from someone to buy your company.
Is there such a legal mechanism that forces an owner to sell out if an offer is made, or is this more about proofing a company against CEO/shareholder personal sell out decision?
A company with a public offering basically cannot refuse a large enough buyout because with a public offering comes a financial responsibility to the shareholders. Public stock is a contract saying give me money and I’ll do my best to make you money back, and it’s very legally binding.
You can avoid this by never going public, but that also means you basically don’t get big investors for expanding what you can offer. A public offering involves losing some of your rights as owner for cash.
When the legal goal becomes “money above all else”, it is hard to justify NOT selling all the data and violating the trust of your customers for money, customer loyalty has to be monetizable and also worth more.
Proton has given a majority share to a nonprofit with a legal requirement to uphold the current values, not make money. This means that the remaining ownership can be sold to whoever, the only way anything gets done is if this foundation agrees. It prevents everything associated with a legal financial responsibility to make money, but still allows the business to do business things and make money, which seems to be proton’s founder’s belief, that the software should be sold to be sustainable.
Excellent explanation. Thank you
Thanks for the detailed explanation about publicly traded companies, but what I wonder is the privately owned ones being forced to sell out, if there is such a thing.
For example, lets say Proton is owned by a few shareholders or just one, and it is not openly traded unless the shareholders make personal agreements to sell out or anything like that. If Google came with a truckload of cash and told these shareholders to sell their shares to Google, can they simply refuse the offer no matter how big is the pile of cash or the benefits of the offer, or do they have to find a legal reason to keep their shares? I mean, even the question sounds stupid and the answer should be “yeah you can just keep your share and run the company however you like, as long as you don’t go public listing”, but with all the concerns about the buyouts talked all around this last few years, the premise looks like it is hard to hold out.
I think a publicly traded company works that way as they have a fiduciary duty to the shareholders to make money, but the non-profit (controlling) part of proton has no such duty as their primary directive is their mission. They said I’m mostly talking out of my ass so I certainly could be wrong