WeWork makes sweeping corporate governance changes in advance of its IPO

WeWork’s parent company said Friday it would make substantial changes to the oversight of its business after investors voiced dissatisfaction with the unusual governance structure ahead of a planned IPO.

Among the biggest changes, the super voting shares of We Co. won’t be quite as super as originally planned. WeWork’s parent company had originally proposed that 20 votes for each share of Class A stock given to the company’s founders and early investors. Now they will have 10 votes each, according to a regulatory filing in advance of its planned initial public offering.

Those extra votes would completely vanish, becoming only a single vote, if CEO and co-founder Adam Neumann, 40, dies or becomes incapacitated.

Neumann has 2.4 million of those shares, but that’s not a majority. Instead, 32.6 million are held by venture capital firm Benchmark Capital Partners and its chief Bruce Dunlevie, a WeWork director. Those super voting shares will still collectively have majority control of the company.

Another major change in corporate governance in Friday’s filing is how Neumann’s successor would be named.

Previously, in the event that Neumann were to die or become incapacitated in the 10 years following the IPO, the decision on a successor would have rested with a committee formed by his wife Rebekah Neumann, who is not a director of the company, along with two directors. Those plans raised many concerns among corporate governance experts. Now the plan is simply for the board of directors to pick a successor, as is typically the case with public companies.

“We will not rely on a succession committee. Our board has the ability to remove our chief executive officer,” said the filing.

The filing also now promises that “No member of Adam’s family will sit on our board.”

The filing comes amid a flurry of reports that the company may delay or even scrap its public offering plans. There was also signs that the company’s valuation will be reduced, although that estimated value was not spelled out in Friday’s filing.

The company is considering seeking a valuation in the $20 billion range for its planned IPO, according to the Wall Street Journal, which was first to report the news Thursday. The company was previously valued at as much as $47 billion on the private market, according to CB Insights, a research firm that tracks venture capital. But some other high profile tech stocks, such as Uber (UBER) and Lyft (LYFT), have struggled since their IPO filings this year, suggesting investors’ appetite for money-losing tech companies isn’t what it used to be.

The company is fast growing. Its revenue of $1.5 billion in the first half of this year is more than double what it brought in during the same period of 2018, and up about 250% from what it brought in during all of 2016. But its losses have also soared, reporting a net loss of $904 million in just the first six months of this year and a total of $4.2 billion since the start of 2016.

When We Co. filed its paperwork last month to go public, it set off a wave of criticism around the company centered on everything from its staggering losses to its lack of a woman on its board to the unchecked power of its CEO.

In response, the company announced several updates in early September, including that it would add its first female board member, Harvard Business professor Frances Frei, upon completion of its IPO. It also said Adam Neumann would repay the company $5.9 million in stock that his holding company, WE Holdings LLC, received after selling off its trademark of the word “We” to The We Company. In January, WeWork rebranded itself as The We Company to serve as an umbrella company to its various businesses.

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The New York-based company was founded in 2010 as WeWork by Neumann and Miguel McKelvey, who is chief culture officer. It offers coworking spaces in more than 100 cities around the world and ranks as one of the most valuable privately-held companies in the US. Investors have poured billions of dollars into the company and its incredibly broad — arguably vague — selling point of “community.”

“We are a community company committed to maximum global impact,” the company described itself in its IPO prospectus. “Our mission is to elevate the world’s consciousness.”

Some have raised concerns about the sustainability of its core business, WeWork, in the event of an economic downturn. In its IPO filing, WeWork addresses how certain factors, such as declines in market rents, inability to negotiate satisfactory leases, or membership retention, could impact its business.

We Co. also announced Friday it would list on the Nasdaq stock exchange.