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Monday, 30 September 2019
Word + Quiz: megalopolis
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In Pictures: China’s National Day Parade Features Pomp and Artillery
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What’s on TV Tuesday: ‘Carmen Sandiego’ and ‘In a Man’s World’
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What Xi Jinping Hasn’t Learned From China’s Emperors
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Bridge Collapses in Taiwan, Injuring at Least 20
By BY DANIEL VICTOR from NYT World https://ift.tt/2o9bzdR
In the dual-class shares debate, the big exchanges should get off the sidelines
Adam Neumann’s fall from grace was astonishingly swift once his company, WeWork, filed to go public in August. Even while his spending was fairly well-documented across time (as were his apparent conflicts of interest), he was humiliated for enriching himself, then ultimately kicked out of the corner office before the company, in the least surprising turn of events in recent weeks, today yanked its S-1 registration.
Neumann never exactly hid who he is or how he operates, so what suddenly sparked the ire of reporters — and investors — around the world? What, exactly, in an ultimately unsurprising IPO filing had people coughing up their morning coffee? Boiled down to the worst offense (including selling his own company the trademark “We” for $5.9 million in stock) was very likely the lock on control that Neumann had set up through a multi-class voting structure that aimed to cement his control. And by ‘cement,’ we mean he would enjoy overwhelming control for not just for 5 or 10 years after the company went public but, unless Neumann sold a bunch of of his shares, until his death or “permanent incapacity.”
Given that Neumann is just 40 years old and mostly abstains from meat, that could have been an awfully long time. Yet this wasn’t some madcap idea of his. There are plenty of founders who have or who plan to go public with dual or multi-class shares designed to keep them in control until they kick the bucket. In some cases, it’s even more extreme that that.
Consider at Lyft, for example, Logan Green and John Zimmer hold high-voting shares entitling them to twenty votes per share not until each is dead but both of them. If one of them dies or becomes incapacitated, Lyft’s so-called sunset clause enables the remaining cofounder to control the votes of the deceased cofounder. Even more, after the lone survivor kicks the bucket, those votes still aren’t up for grabs. Instead, a trustee will retain that person’s full voting powers for a transition period of 9 to 18 months.
The same is true over at Snap, where cofounders Evan Spiegel and Bobby Murphy have designated the other as their respective proxies. Accordingly, when one dies, the other could individually control nearly all of the voting power of Snap’s outstanding capital stock.
That’s not the worst of it, either. Many dual class shares are written in such a way that founders can pass along control to their heirs. As SEC Commissioner Robert Jackson, a longtime legal scholar and law professor, told an audience last year, it’s no academic exercise.
You see, nearly half of the companies who went public with dual-class over the last 15 years gave corporate insiders outsized voting rights in perpetuity. Those companies are asking shareholders to trust management’s business judgment—not just for five years, or 10 years, or even 50 years. Forever.
So perpetual dual-class ownership—forever shares—don’t just ask investors to trust a visionary founder. It asks them to trust that founder’s kids. And their kids’ kids. And their grandkid’s kids. (Some of whom may, or may not, be visionaries.) It raises the prospect that control over our public companies, and ultimately of Main Street’s retirement savings, will be forever held by a small, elite group of corporate insiders—who will pass that power down to their heirs.
Why public market investors haven’t pushed back on such extremes isn’t clear, though they’re far from an homogenous group, of course. Surely, some aren’t aware of what they’re agreeing to when they’re buying shares, given that dual-class structures are far more prevalent than they once were. Other investors may plan to churn out of the shares so quickly that they’re uninterested in a company’s potential governance issues later in time.
A third possibility, suggests Jay Ritter, who is a professor of finance at the University of Florida and an I.P.O. expert, is that even with dual-class structures, shareholders have legal rights that limit that ability of an executive who has voting control to do anything he or she wants, and the board of directors, including the CEO, has a fiduciary duty to maximize shareholder value.
Says Ritter, “I don’t think it’s accidental that with the We Company, the board of directors let [Neumann] get away with various things, and as it was transitioning to a public company, a lot of [outside participants] pushed and said, ‘This is a company where we’re worried about corporate governance and we’re willing to apply a big discount to people with inferior voting rights.'”
Of course, some investors believe visionary founders should be left to control their companies as long as they wish because, in the case of Alphabet and Facebook specifically, their founders have produced asymmetric returns for many years. But we’re still fairly early into this experiment. Do we really want more situations like we saw with Sumner Redstone of Viacom, with trials over founders’ mental capacity playing out in the media?
For his part, Alan Patricof — the renowned venture capitalist who founded the private equity firm Apax Partners before cofounding the venture firm Greycroft — say he isn’t looking forward to that future. Instead, he think it’s time the exchanges that list these companies’ shares do something about it. “I”m not holier than thou in this industry,” says Patricof, “but if you want to be a publicly traded company, you should act like a public company.” To Patricof, that means one vote for one share — period.
There’s a precedent for intervention. Patricof notes that dual-class stock first emerged in 1895 and by that 1926, there were 183 companies with such stock. It became so widespread, that the New York Stock Exchange banned the use of non-voting stock until 1956, when it made changed its rules for the Ford Motor Company, which granted only partial voting rights to new shareholders. In the ensuing years, few companies took advantage of dual-class listings until Google bounded onto the scene and now, 15 years after its IPO, it’s like 1926 all again.
Indeed, while Patricof is sympathetic to the argument that founders might need protection for a few years after an IPO, things have gone way too far, in his estimation, and he thinks the best solution would be for the NYSE and Nasdaq to meet for lunch and decide to ban multi-class shares again.
There aren’t a lot of other options. VCs aren’t going to force the issue by turning away founders with whom they want to work. Neither are bankers or large institutional investors like mutual funds; they’ve also shown they’re more than happy to look the other way if it means money in their pockets. “I could be wrong,” says Patricof, “but I don’t think it would that tough for [the big exchanges] to impose a ban that keeps founders from wielding so much power at the expense of the company’s other shareholders.”
Given how fiercely competitive the exchanges are, it’s certainly hard to imagine, this meeting of the minds. But the only other plausible path back to a saner system would seemingly be the Securities & Exchange Commission, and it seems disinclined to do anything about the issue.
Indeed, while Commissioner Jackson has advocated for change, SEC Chairman Jay Clayton would clearly prefer to leave well enough alone. After the S&P Dow Jones Indices and another major index company, FTSE Russell, decided to ban all companies with multiple classes of stock a couple of years ago — they’re uncomfortable with forcing popular index funds to buy stakes in companies that give investors little say in corporate decisions — Clayton reportedly called the moves “governance by indexation” at a conference.
It’s easy to see his argument that the indexes are being heavy handed. On the other hand, a lot of market participants might rather see companies forced to do away with dual-class structures — or at least forced to dismantle their multi-class structures after a fixed period or specific event — to watching those with with unchecked power be broken into pieces afterward.
The reality is that neither WeWork, nor Neumann, are not the zany outliers they’ve been made to seem. They’re very much a product of their time, and if shareholders don’t want to see more of the same, something has to be done. It might be incumbent on the exchanges to do it.
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C&L's Late Nite Music Club With Devendra Banhart
Over his last few albums, it seemed that freaky folkster Devendra Banhart, had either lost his focus or was focusing on too many things to make a solid album from start to end.
Entering his forties though has seemed to have him taking stock. Not only to where he has been but to where he is going. His recently released album, Ma, brings it all that into the gauzy focus his finer moments have had, making it his finest record in over a decade.
What are you listening to tonight?
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'The View' On Protecting The Whistleblower, 'Civil War'
Whoopi is right. Protect whistleblowers.
Open thread below...
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Quotation of the Day: They See No Downside for Their Homeland, Ukraine, or Trump
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Peru’s President Dissolves Congress, and Lawmakers Suspend Him
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Federal Judge in Kansas City Is Reprimanded for Sexual Harassment
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Convicted Murderer Who Escaped From Prison in 2009 Is Missing Again
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Khatabook raises $25M to help businesses in India record financial transactions digitally and accept online payments
Even as tens of millions of Indians have come online for the first time in recent years, most businesses in the nation remain offline. They continue to rely on long notebooks to keep a log of their financial transactions. A nine-month old startup that is digitizing the bookkeeping and allowing merchants to accept online payments just raised a significant amount of capital.
Khatabook, a Bangalore-based startup, said on Tuesday it has raised $25 million in a new financing round. The Series A round for the startup was funded by GGV Capital, Partners of DST Global, RTP Ventures, Sequoia India, Tencent, and Y Combinator. A clutch of high-profile angel investors including Amrish Rau, Anand Chandrasekharan, Deep Nishar, Gokul Rajaram, Jitendra Gupta, Kunal Bahl, and Kunal Shah also participated in the round. The startup has raised $29 million to date.
Khatabook operates an eponymous Android app that allows small and medium businesses to keep a log of their financial transactions and accept payments online. The app, which was launched on Google Play Store in December last year, has amassed 5 million merchants from more than 3,000 cities, towns, and villages in India, Ravish Naresh, cofounder and CEO of Khatabook told TechCrunch in an interview this week.
The app, which remains free of charge, was used to process transactions worth more than $3 billion in August, said Naresh. Most merchants in developing markets are not online currently. They continue to rely on logging their financial transactions — credit, for instance — on notebooks. As you can imagine, this methodology is not structured.
Even has Reliance Jio, a telecom operator launched by India’s richest man Mukesh Ambani, upended the Indian market and brought tens of millions of Indians online for the first time in last three years, most businesses in the country are still carrying out their operations without the use of any technology, said Naresh. “Could we build an app that makes it very easy for merchants to digitize their bookkeeping?” he said.
“As soon as we launched the app, we instantly started to go viral,” he said. For several months now, the startup is seeing 20% growth each month, he said. In six months, the app has helped businesses recover $5 billion in previously unpaid credits, Naresh claimed. Without any marketing, the app has also gained a significant number of users in Nepal, Pakistan, and Bangladesh, said Naresh.
“At Khatabook, we have taken early but significant steps towards leveraging this trend to digitize India’s shopkeepers. For most of our merchants, we are the first business software they’ve used in their entire life. And we will continue to build more India-first innovations to further enable the growth of what is still a largely untapped sector,” he said.
In a statement, Hans Tung, Managing Partner of GGV Capital, said, “as a global investor, we seek out founders who understand the local market and respond to growth opportunities with speed and agility – we certainly see this with the Khatabook team.”
Naresh, a cofounder of property startup Housing, said the startup will use the capital to build new features such as billing and invoicing to serve merchants. In next 12 months, Khatabook will aim to add 25 million businesses, he said.
A growing number of startups in India are attempting to help businesses. OkCredit, which raised $67 million last month, serves 5 million merchants. IndiaMART, a 23-year-old B2B firm that went public this year, led a round in a startup called Vyapar last month that is addressing similar problems.
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Alberto Salazar: Four-Year Doping Ban for the Distance Running Coach
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How to Win Republican Support for Impeachment
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China National Day Live Updates: A Parade and Protest Fears
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Trump’s Claims About Biden Aren’t ‘Unsupported.’ They’re Lies.
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Tekashi69 Joined a Gang for His Career. It Nearly Got Him Killed.
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Sunday, 29 September 2019
What’s on TV Monday: ‘Le Samouraï’ and ‘The Silence of Others’
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Quotation of the Day: Despite Bright Spots, Mets Fall Short Again
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C&L's Late Nite Music Club With Dandy Livingstone
Whether it's the Specials take on the song or the original version we have here in the music club tonight, let's not send these words of advice to a gift that keeps on giving in the Republican clown show. Let Ghouliani keep digging the hole. Not only for himself but all the clowns in Jabba the Trump's administration.
What are you listening to tonight?
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‘The Affair’ Season 5, Episode 6: Generational Trauma
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On Opening Weekend, Another Horse Dies at Santa Anita
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Africa’s top mobile phone seller Transsion lists in Chinese IPO
Chinese mobile-phone and device maker Transsion has listed in an IPO on Shanghai’s STAR Market, a Transsion spokesperson confirmed to TechCrunch.
Headquartered in Shenzhen, Transsion is a top-seller of smartphones in Africa under its Tecno brand. The company has also started to support venture funding of African startups.
Transsion issued 80 million A-shares at an opening price of 35.15 yuan (≈ $5.00) to raise 2.8 billion yuan (or ≈ $394 million).
A-shares are the common shares issued by mainland Chinese companies and are normally available for purchases only by mainland citizens.
Transsion’s IPO prospectus is downloadable (in Chinese) and its STAR Market listing application available on the Shanghai Stock Exchange’s website.
STAR is the Shanghai Stock Exchange’s new Nasdaq-style board for tech stocks that went live in July with some 25 companies going public.
Transsion plans to spend 1.6 billion yuan (or $227 million) of its STAR Market raise on building more phone assembly hubs and around 430 million yuan ($62 million) on research and development, including a mobile phone R&D center in Shanghai, a company spokesperson said.
To support its African sales network, Transsion maintains a manufacturing facility in Ethiopia. The company recently announced plans to build an industrial park and R&D facility in India for manufacture of phones to Africa.
The IPO comes after Transsion announced its intent to go public and filed its first docs with the Shanghai Stock Exchange in April.
Listing on STAR Market puts Transsion on China’s new exchange — seen as an extension of Beijing’s ambition to become a hub for tech startups to raise public capital. Chinese regulators lowered profitability requirements for the STAR Market, which means pre-profit ventures can list.
Transsion’s IPO comes when the company is actually in the black. The firm generated 22.6 billion yuan ($3.29 billion) in revenue in 2018, up from 20 billion yuan a year earlier. Net profit for the year slid to 654 million yuan, down from 677 million yuan in 2017, according to the firm’s prospectus.
Transsion sold 124 million phones globally in 2018, per company data. In Africa, Transsion holds 54% of the feature phone market — through its brands Tecno, Infinix and Itel — and in smartphone sales is second to Samsung and before Huawei, according to International Data Corporation stats.
Transsion has R&D centers in Nigeria and Kenya and its sales network in Africa includes retail shops in Nigeria, Kenya, Tanzania, Ethiopia and Egypt. The company also attracted attention for being one of the first known device makers to optimize its camera phones for African complexions.
On a 2019 research trip to Addis Ababa, TechCrunch learned the top entry-level Tecno smartphone was the W3, which lists for 3,600 Ethiopian Birr, or roughly $125.
In Africa, Transsion’s ability to build market share and find a sweet spot with consumers on price and features gives it prominence in the continent’s booming tech scene.
Africa already has strong mobile-phone penetration, but continues to undergo a conversion from basic USSD phones, to feature phones, to smartphones.
Smartphone adoption on the continent is low, at 34%, but expected to grow to 67% by 2025, according to GSMA.
This, added to an improving internet profile, is key to Africa’s tech scene. In top markets for VC and startup origination — such as Nigeria, Kenya, and South Africa — thousands of ventures are building business models around mobile-based products and digital applications.
If Transsion’s IPO enables higher smartphone conversion on the continent, that could enable more startups and startup opportunities — from fintech to VOD apps.
Another interesting facet to Transsion’s IPO is its potential to create greater influence from China in African tech, in particular as the Shenzhen company moves more definitely toward venture investing.
In August, Transsion funded Future Hub teamed up with Kenya’s Wapi Capital to source and fund early-stage African fintech startups.
China’s engagement with African startups has been light compared to China’s deal-making on infrastructure and commodities — further boosted in recent years as Beijing pushes its Belt and Road plan.
Transsion’s IPO is the second event this year — after Chinese owned Opera’s venture spending in Nigeria — to reflect greater Chinese influence and investment in the continent’s digital scene.
So in coming years, China could be less known for building roads and bridges in Africa and more for selling smartphones and providing VC for African startups.
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Forever 21, Which Helped Popularize Fast Fashion, to File for Bankruptcy
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4 Inmates Escape From Ohio Jail After Overpowering Guards
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Pelosi Pushes for Simple Message on Impeachment as Inquiry Barrels Ahead
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Elena Delle Donne Gets Help as Mystics Take Game 1 Over the Sun
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U.S. Officials Warn of Rising Threat From Qaeda Branch in Northwest Syria
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Hong Kong’s Status as Neutral Ground at Risk as China Asserts Power
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M.L.B.’s Juggernauts Set to Clash After a Season of Extraordinary Numbers
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Man Is Charged With Terrorism After Driving S.U.V. Through Illinois Mall
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Yankees Turn Their Focus to the Playoffs, and Stifling the Twins
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Saturday, 28 September 2019
Preying on Children: The Emerging Psychology of Pedophiles
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