Legal & Compliance
Weighted Voting
A voting structure where different shareholders have different numbers of votes per share, altering the balance of control relative to economic ownership.
Weighted voting assigns different voting power to different classes of shares, creating a disconnect between economic ownership and corporate control. In VC-backed companies, weighted voting can take several forms: dual-class common stock (where founders have super-voting shares), preferred stock with enhanced voting rights on specific matters, or contractual agreements that weight certain shareholder votes more heavily than others.
In Practice
The founder's Class B shares carried 10 votes per share versus 1 vote for Class A shares, giving her 62% voting control despite owning only 18% of the company's economics. This weighted voting structure allowed her to block a hostile board takeover attempt from later-stage investors.
Why It Matters
Weighted voting structures fundamentally determine who controls a company's destiny. They affect every major decision from hiring/firing CEOs to approving acquisitions. Understanding weighted voting is essential for evaluating the true balance of power in any VC-backed company.
VC Beast Take
Weighted voting is one of the most powerful but potentially dangerous governance tools. In the hands of a visionary founder, it enables long-term thinking. In the hands of an entrenched or incompetent manager, it prevents accountability. The key is building appropriate checks alongside weighted voting structures.
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Further Reading
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