Matt Levine, Columnist

Masimo Has a New Boss

Proxy fights, private equity operations, more cell phone fines and ESG pay.

“Who controls a company,” I often ask around here, and generally I am writing about some weird corner case in which the standard legal rules don’t exactly match up with the practical realities. Sometimes they do though.

For instance, if you are the founder and chief executive officer of a tech company, and you take the company public, and the company has a single class of stock and you own about 9% of it, then you work for the shareholders, but it is not exactly easy for them to supervise you. You are the CEO, and you mostly get to make the decisions. You answer to the board of directors, who are elected by the shareholders, but the directors are probably friendlier with you than they are with the shareholders, and as we discussed yesterday the election of directors is usually just symbolic.