More votes, more control, and more questions.
Founders love control. I understand why. A founder starts with the idea. The founder takes the risk. The, the founder works the nights, raises the money, builds the team, carries the stress, and often gives the company its soul.
So, when founders ask for super-voting shares — or founder control rights, board control, veto rights — I understand the instinct.
Mark Zuckerberg’s super-voting shares are legendary in the tech business, and if you watched The Social Network, you probably have heard of them.
Super-shares, often called dual-class or multi-class stock, are shares — typically held by founders or key insiders — that carry enhanced voting power. In plain English, one class of shares may receive one vote per share, while a founder may receive ten or more votes per share — or some other enhanced voting right.
As a Century City attorney focused on the intersection of law, media, and technology, I’ve worked on dozens of funding deals and have advised my share of founders. Here’s what I tell them and the investors about super-shares.
Advice for founders
If you’re a founder who wants investor capital while also keeping near-total control, you need to bring something special to the table. I’m talking about Elon Musk, Mark Zuckerberg, or Sergey Brin type of something special. You need a track record of success, a unique product, or a compelling long-term vision. Without that something special, super shares look less like vision protection and more like accountability avoidance.
On the plus side for founders, super shares give you increased voting rights to have strategic control, insulation from short-term market pressures, defense against hostile takeovers, and protection of your company culture and mission.
However, control does have its downsides. For companies with super shares, there is often a valuation discount on common shares to compensate for investors’ lack of voting rights, a possible index exclusion from major indexes, and increased fiduciary responsibility on the founder.
The question is, do you want the added risks of full control?
Advice for investors
As a dealmaker, I try to look at all sides of an issue for my founders and investors. So, here’s what I tell investors about super-shares.
On the plus side, investing in a unique founder means you get alignment with that leader’s vision and stability in the company’s execution, and your common shares will rise just as much as the founders’.
On the downside, there is less protection for when things go wrong. Leadership has less accountability, and there are few mechanisms to remove the founder.
How to balance founder and investor interests
At these meetings, I usually try to balance founder control with investor protection. If the founder is the visionary kind worthy of super-shares, I often advise adding sunset provisions, tag-along rights, and carve-out voting. These rights give investors some control back.
For example, sunset provisions allow super-voting rights to expire after a set period of years. Tag-along rights, or co-sale rights, allow individual investors to sell their shares on the same terms and at the same price as key insiders. Finally, carve-out voting requires all individual share class owners to give a majority vote for specific actions such as changing charter terms, issuing senior classes of equity, or entering related-party transactions.
In the end, there’s no one-size-fits-all for ownership and control of a company. Sometimes the best answer is founder control. Sometimes the best answer is balanced governance.
So, while I believe in founders, love founders, have been a founder, and represent founders, when someone asks for super shares, the answer starts with a smile and a serious conversation.
This article was originally published by Inc. Aug 23, 2026.