Founder liquidity without losing control: how a securities-backed facility preserves ownership

Many founders of listed companies find themselves asset-rich but cash-constrained. Their personal wealth is overwhelmingly concentrated in the shares of the business they built, and their continued ownership of a large block is often central to the company’s strategic narrative, its relationship 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, dilute the founder’s voting position, and trigger tax liabilities that reduce the net proceeds significantly. Yet the personal need for liquidity may be genuine and urgent: investment opportunities, estate planning requirements, philanthropic commitments, or simply the desire to diversify a dangerously concentrated personal balance sheet.

A common concern among founders is what happens to their voting rights during the loan period. Black Haven structures facilities with a view to preserving the borrower’s governance position where possible, and the treatment of voting rights is a key term negotiated at the outset of any transaction. In many structures, the founder retains the right to vote the pledged shares for the duration of the facility, allowing continued participation in general meetings, approval of strategic resolutions, and exercise of director appointment rights. The precise treatment will depend on the jurisdiction, the share class, and the terms of any applicable shareholders’ agreement or company constitution, and borrowers should review these dimensions with their own advisers.

Black Haven works directly with founders and their advisers — typically a private banker, a tax lawyer, and a corporate law firm with knowledge of the listed company’s jurisdiction — to design a facility that meets the founder’s liquidity objectives while respecting their governance and compliance constraints. The process begins with a confidential review of 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 appropriate to a transaction of this sensitivity.