Governance without ownership

The ordinary arrangement is for a sponsor to hold a stake in what it manages, on the reasoning that shared exposure aligns everyone. It does align some things. It also means the party interpreting the rules has a position that a particular interpretation would improve.

Getaway Collective holds no economic interest in any vehicle it governs. It is paid from stage two of the waterfall for operating the platform, and from nothing else. The clause is entrenched: changing it requires unanimity.

What this buys

• There is no position we would benefit from marking up, so valuations are not ours to flatter.
• There is no stake for us in whether stage six runs, so the reserve floor is not a number we are tempted to reinterpret.
• We cannot be bought out of the rules by acquiring more of the vehicle, because there is nothing to acquire.
• A partner reading a rule can ask what we gain from it, and the answer is the same for every rule.

They are not aligned. They are separated, on purpose.

What it costs

It costs the upside. A platform that took ten per cent of every vehicle would be worth considerably more than this one if the properties do well, and the people who built it would be paid in that appreciation rather than in a share of revenue.

It also removes the easiest answer to a partner asking whether our interests are aligned. They are not aligned. They are separated, on purpose, and separation is a weaker-sounding promise than alignment even where it is the stronger one.

Why entrenched

A clause that a majority can amend is a clause that survives until it becomes inconvenient. Unanimity means the rule outlives the people who wrote it, including at the moment they would most like to be rid of it.

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