Palantir (PLTR) filed an amended S-1 this week that clarified its corporate governance plans, as detailed by TechCrunch’s Danny Crichton. The changes made an already odd direct listing (one with a lockup period) even more of a head-scratcher.
In the original IPO filing, Palantir said founders Alex Karp, Stephen Cohen and Peter Thiel would receive a special Class F share that gives the trio 49.999999% ownership of the company even if the underlying shares are sold.
The amended S-1 adds a new risk factor saying that although “we currently are not considered to be a ‘controlled company’ under the NYSE corporate governance rules, we may in the future become a controlled company due to the concentration of voting power among our Founders and their affiliates.”
Under the NYSE governance rules, a “controlled company” has more than 50% of the voting power held by an individual, group, or outside company.
The distinction could exempt a company from certain rules, like the board having a majority of independent directors and certain committees (compensation, nominating, and corporate governance) having all independent directors.
One more key quote from the risk factor: “In such a case, if the interests of our stockholders differ from the group of stockholders holding a majority of the voting power, our stockholders would not have the same protection afforded to stockholders of companies that are subject to all of the NYSE corporate governance standards, and the ability of our independent directors to influence our business policies and corporate matters may be reduced.”
So does Palantir plan to be a controlled company, effectively removing the influence of public sharehoders? The amended S-1 also makes a small but vital change to the Class F description, adding that ” the Founders may, in certain circumstances, have voting power that, in the aggregate, exceeds 49.999999%.”
Airbnb: In less murky IPO news, Bill Ackman told Bloomberg TV that Airbnb (AIRB) prefers to walk a traditional IPO path but hasn’t fully turned down merging with his Pershing Square Tontine Holdings (NYSE:PSTH.U) SPAC, a deal that would provide Airbnb with a $5B cash injection and take it public.
Bloomberg sources had reported on Airbnb’s rebuffing on Wednesday, saying the SPAC might instead approach Bumble or Robinhood.
Previously: Palantir hosting pre-listing investor day on September 9 (Sep. 02 2020)