Palantir ✓

A direct listing is a public offering mechanism in which existing shareholders sell their stock directly to public markets on day one, without an underwriter creating new shares, without a lock-up period, and without a traditional roadshow. Palantir used a direct listing in September 2020 to avoid the 3-7% underwriting spread of a traditional IPO, give early employees immediate liquidity, and skip the lock-up that would have kept early shareholders trapped for six months. Direct listings are effectively limited to Delaware-incorporated companies because of NYSE and NASDAQ listing rules.

Class F is a founder-only class of Palantir common stock held exclusively by Peter Thiel, Alex Karp, and Stephen Cohen. Its voting power is dynamically adjusted by a formula written into Palantir's certificate of incorporation so that the three founders collectively hold approximately 49.999 percent of total voting power, regardless of how much Class A or Class B stock is issued or sold. This is possible under Delaware General Corporation Law § 151, which permits broad customization of share rights; no other US state has tested case law supporting such a structure.

Yes, under Delaware law. 8 Del. C. § 151 explicitly authorizes shares with any powers, preferences, and rights stated in the certificate of incorporation, including variable-vote formulas and non-sunsetting founder classes. The Delaware Court of Chancery has not yet ruled on a direct challenge to Palantir's Class F, but the statutory text is permissive and drafters believe the structure would survive a business-judgment-rule analysis. Outside Delaware, the same structure would face much higher legal uncertainty.

Technically yes, but practically only at the earliest stages. Once you raise institutional venture capital, most VCs require either a one-class or at most two-class structure, and they will refuse Class F-style variable-vote founder shares. If you want maximum founder control, set up the triple-class structure at formation (before the first priced round), use Delaware as the jurisdiction, and engage experienced Delaware counsel to draft the certificate. Expect some investors to pass on the round as a result.