Founder liquidity without losing control: how a securities-backed facility preserves ownership
Founders of listed companies face a defining tension. They need personal liquidity. Yet they must keep a controlling or strategically significant stake. A securities-backed facility from Black Haven can resolve that tension without a single share being sold.
The founder’s dilemma
Many founders of listed companies are asset-rich but cash-poor. Almost all of their personal wealth sits in the shares of the business they built. A large retained block is often central to the company’s strategic story. It also anchors the company’s ties with institutional shareholders and the founder’s own influence over its direction. Selling shares — even in carefully managed tranches — can send negative signals to the market. It can also dilute the founder’s voting position and trigger tax liabilities that sharply cut the net proceeds. Yet the personal need for liquidity may be genuine and urgent. Common drivers include investment opportunities, estate planning needs, and philanthropic commitments. Or the founder may simply wish to diversify a dangerously concentrated personal balance sheet.
How a securities-backed loan addresses the problem
A securities-backed loan lets a founder borrow against their listed shares without transferring ownership. The shares are pledged as collateral to Black Haven, the lender. The founder keeps legal and beneficial ownership of the underlying position. The loan proceeds can be used as the founder sees fit, with no restriction on use. Crucially, the shares are not sold. No disposal occurs, and in most capital gains tax regimes the pledge itself triggers no taxable event. The founder also stays on the register as a significant shareholder throughout the facility period. This mix — liquidity, retained ownership, and a preserved governance position — is the core appeal of the instrument for founder clients.
Voting rights and governance considerations
Founders often ask what happens to their voting rights during the loan period. Black Haven structures facilities to preserve the borrower’s governance position where possible. The treatment of voting rights is a key term, negotiated at the start of any transaction. In many structures, the founder keeps the right to vote the pledged shares for the life of the facility. They can still take part in general meetings, approve strategic resolutions, and exercise director appointment rights. The precise treatment will depend on the jurisdiction, the share class, and any applicable shareholders’ agreement or company constitution. Borrowers should review these points with their own advisers.
Tax and disclosure planning
Under most capital gains tax regimes, a pledge of shares is not a disposal. The loan itself typically does not crystallise a tax liability at the outset. Three areas still need careful analysis in the founder’s own jurisdiction. They are the tax treatment of interest payments, the position on any dividends received during the facility period, and the consequences of an enforcement event. Disclosure also needs planning. Where the founder is a notifiable shareholder, the pledge may engage disclosure obligations under the relevant market’s substantial-shareholder rules. Any change in the character of the founder’s interest should be reviewed with legal counsel before signing. Black Haven has experience of working through these points with borrowers and their professional teams.
Structuring a facility with Black Haven
Black Haven works directly with founders and their advisers. These are typically a private banker, a tax lawyer, and a corporate law firm that knows the listed company’s jurisdiction. Together they design a facility that meets the founder’s liquidity aims while respecting their governance and compliance constraints. The process begins with a confidential review. This covers the collateral position, the founder’s overall financial and ownership structure, and the desired facility size and tenor. Black Haven is a principal lender, not a broker. It commits its own capital and maintains the relationship throughout the life of the facility. Engagements are handled with the discretion such a sensitive transaction requires.
Frequently asked.
01Will taking a loan against my shares affect my position on the company’s register?
02Can I continue to receive dividends on pledged shares?
03What happens if the share price falls significantly during the facility?
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