IPO for dummies. Part VI: the difficulty of choosing - two Lamborghini Gallardo or one Aventador?

Start and table of contents, see the first part .

So, my company entered the IPO. Now, as a founder, I can finally lose my shares and buy a Lamborghini Gallardo! Yes, I remember that they will have to be sold “below the market”, but I really want to give Tamarka a ride on a beautiful sports car from the fifth floor ...

You started the whole business for the sake of profit, or what?
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(Indignantly) For the sake of which I started - my business. I will sell stocks, buy a wheelbarrow-island-yacht, I will enjoy it, and then at least the grass will not grow!

"The grass does not grow," you say? I understand correctly that you, the founder, want to leave the business and abandon it?

I have bad news for you. Investors do not like it. Neither the "angels" who gave you the initial capital, nor the buyers of shares on the exchange. Their plans do not in any way include spending their money on buying you an iPhone and cars - they want you to develop a business with their money that would grow and bring great iPhones and big cars to them!

Therefore, they will try to make their investments go to a good cause. On the development of the company in order to increase their profits. "Angels" will follow the spending of funds almost personally and check that the money goes to the work of programmers and server rental, and not the work of masseuses and the rental of limousines. Over the course of many decades, defense mechanisms from the founders were also worked out on the stock exchange; after a successful IPO, they pound their shares for a lot of money and dump it somewhere on another planet, because on this, after such a kidna, they will find it even in a submarine cave on Lincoln Island .

You must admit that once you considered it a sinful business that the “head of the company” is the most important person who alone makes any decisions and removes all the cream from the company's profits? So now, when you know about angels and investors, it’s time for you to get to know and feel one of the key concepts of business (the main mechanism for the realization of which is shares) - the separation of property from management .

Remember from the lessons of history (and maybe economics) stories about commodity exchange and the emergence of money? Well, when at first everyone could exchange their goods (hunter-game, farmer-vegetables, tailor-clothes) only directly for other goods (and if the hunter needed clothes, but the tailor didn’t need a hunter, there was a serious problem) then there was money that was accepted by everyone and added flexibility to this scheme?

So, money adds flexibility to the scheme of exchange of goods, because they themselves have the function of a universal equivalent of value . And in almost the same way, stocks add flexibility to the business scheme, because they have the function of owning a share of the business (and getting benefits from it).

It is thanks to the shares, thanks to the separation of property from management, that the company can operate quite calmly, whatever the upheavals occur among its owners. The transfer of shares from hand to hand, or even the sale of a company by one owner to another will not necessarily affect its operations, because a change of ownership is not necessarily associated with a change of management. For employees, nothing can change at all: the department heads will remain the same, the heads of departments will remain the same, and even the director will remain the same; it is easy now to make key financial decisions and get the bulk of the profits will be another owner.

It also means that the head of the company (if he did not get the shares) is someone like a hired driver for someone else's car. No matter how beautiful and fashionable it is the black Volga - it does not belong to him, the chauffeur carries on her the minister of storage. The driver can understand his Volga thoroughly, know all the subtleties of control (he remembers: to move and not stall, before releasing the clutch, you need to knock the gearshift knob three times and spit over the left shoulder) - this is his task. But if the car is assigned to the warehouse ministry, and the minister is suddenly fired (and another is appointed in his place), the driver will carry the new minister. And even despite the change of minister, thanks to the old driver, the Volga will still get under way and not stall. Management remained the same, only property has changed.

The mechanism of separation of property from management adds comfort and ownership. If one owner sells the company to another, he will receive it in a fully working condition, without having to rush to figure out how to manage it. As with the driver: if the obstetric aid minister puts his eye on this black Volga, and as a result of the undercover ministerial games, he will be able to exchange it (along with the driver) from the storage minister for his old Chaika (along with the driver), then the obstetric minister will ride the black Volga , but again, it will not stall at the start (but every time at the beginning of the movement the minister will pensively examine the driver’s door spitting on the glass).

Due to the mechanism of separation of property from management, for the time being, the owner may not understand the details of the functioning of the company, there is a manager for this. Employees of the company may not understand the structure of ownership of the company - this is again the head. Yes, and the head, who is the main “interface” between the owners and the business, may not particularly care about who owns the company - as long as he does his job well, and the company's profit suits the owners. However, if at some point the company’s management ceases to arrange the owners, they, after holding a meeting of shareholders , may decide to change management (as a rule, not just the head, but the entire board of directors , but oh well). Well, like, if the minister of obstetrics gets bored, that the driver’s door is always spit from the inside - he can hire a new driver who will drive the Volga even better and, in particular, he will guess that when you touch, the main thing is to knock on the handle and spit left shoulder is not necessarily.

Cool. And what about the island of Lincoln?

Oh yes, behind the story about the separation of property from management, I already forgot what it was about.

So: thanks to this department, for an investor (owner) a company to some extent turns into a soulless unit for making money. And the functioning of this unit is all the more important to him, the more he has already invested in his socket with the signature “Insert bablo here”, and the more he wants from the “Warning: bablo falls out of here” hole jet, he counts. Yes, he is well aware that the loot will not go instantly on the internal millstones and augers of the unit, and it will take a long time from the first investment of money into the socket before the flow of dough appears at the output (that is, the very first investment will not pay off soon, because it serves to launch and overclocking the business unit). However, unauthorized holes in the case, from which the loot is uselessly leaking out, it will plug up with tow. And patiently sit at the outlet of the unit.

And if you, as the founder of a startup, have given up too much of your shares to investors, leaving yourself just a little bit - congratulations, your company has become for someone such an aggregate. And, although you are one of its owners, as the owner of a certain number of shares - but you, as its head , are yourself part of the loom machine. And other co-owners / co-investors will be standing next to you, armed with a bunch of tow, and see if your actions (and your expenses) are dangerous for the future cash flow.

So, you won't be allowed to sell shares and forget about the company - until it starts to work and bring money to investors without your vigilant attention. Why, the company simply won’t get a high mark from the market and a decent stock price if it is tied to one person and the market doesn’t have confidence that even the one who fell to the top manager during the trip to New York from the window would not hurt her work Carnegie Hall grand piano. However, even selling a lot of shares can be difficult. If investors consider in advance that such actions can be a threat to the company (to whom will you sell them? - to some competitor - and he will receive them and be able to influence the decisions of the company), then they can put all sorts of restrictions on the sale of shares in advance (for example, describe to whom you must first offer to buy back these shares, if you suddenly want to sell them).

In the case of the exchange, it is still more interesting.

And what about the exchange?

When investors have three or four heads, they are still able to sort things out between themselves and with you personally. And when the shares of your company are sold on the stock exchange to ten thousand different buyers, from the Risky Investment Fund of Australopitekbank to the carpenter John from Colorado - they all want the business to continue to work steadily, but not all of them want to understand it personally (and especially not actively). wants to understand the main investment adviser of Australopitekbank, thanks to the decision “on diversification of risks” of which the bank’s finances are distributed among shares of seventy enterprises from twelve different countries). They want their shares to fulfill their function of separating property from management: you manage the company, and they own it and profit from it.

In this case, some of the guarantors of the fact that companies trading on the stock exchange will not be completely impudent about their scams (well, who still wants to create their own company, advertise, “blow up”, issue to the stock exchange, immediately drive their shares and dump until the end of life in the Dominican Republic?) and will work honestly, bringing money to the acquirers of the shares, is the exchange itself. Not even a stock exchange, but a state organization that performs the functions of a “stock regulator” (attention! The stock exchange is quite a private institution, and it does not have the ability to issue legislative acts, much less ensure their implementation by specially trained people in black masks and camouflage suits! But any FSFR is quite a state authority, and can indicate to people and organizations what they should do and how). It is she who creates legislative restrictions aimed at a more "honest" functioning of the mechanism of shares; in particular, so that the management of companies that owns shares would not have any unreasonable advantages on the exchange over ordinary buyers, could not at their expense make money and at least “deceive” them.

Ah, I guess you are talking about an insider.

No, wrong. About insider - in the next part :)

In the next part : about insider