they don’t have shareholders. they are an LLC with associated funds that can write basically whatever they want into their governing documents that their partners (at the management company) or LPs (at the funds) will accept. this is performative anti-wokeness (because Delaware Chancery is woke?)
I believe the portfolio companies have to be incorporated for the expansive small/new business tax credit.
yes, but the blog post specifically says they’re moving the management company (and conveniently leaves out “L.L.C.” at the end of the name). it would be insane to reincorporate all of their portcos to NV and their LPs would never allow it
Fair. Changing AH Capital Management’s LLC charter from Delaware to Nevada is indeed useless. Do LPs have any say over reincorporating portcos? NV corporate law also appears badly written, at least based on NRS 78.139 and 78.140.
probably not directly but they’re not going to be happy about unnecessary expenses and the legal uncertainty and would raise a stink
It’s because Horowitz is one of the biggest dipshits ever to walk this Earth.
let’s be fair… so is andreessen
I can't believe that I didn't know until this year how much andreesen's head looks like an egg.
No lie detected. Come to think of it, Andreessen might actually be the bigger one.
LLCs don’t have shareholders?
Nope. Different statute, different structure.
Members. LLCs are pass through entities. Typically, they have very few members and the LLC income is passed through to the members to be reported for tax purposes on the members’ returns.
As a matter of nomenclature, LLCs owners are called members, not shareholders.
you can structure an LLC so it looks, acts and is taxed like a corporation with shareholders, but you have to do that very intentionally and the default is no. an LLC is basically a blank slate with very few defaults and it is what you make of it
and in this case, an LLC that’s set up to manage VC funds is definitely is not managed or taxed like a corporation
but an LLC “member” has very few explicit rights written into law. instead, their rights are set forth in a contract between all of the members called an operating agreement that governs how the LLC operates and can say basically whatever members agree to
corporate shareholders on the other hand have tons of explicit legal rights, many of which they can’t contract around or waive even if they want to. and those shareholder rights are what a16z is purporting to bitch about