Founder Control, Board Governance, and Voting Power: What the Chicago Bears Teach Startup Founders About Dual-Class Stock and Long-Term Control

Omar Zoubeidi

January 17, 2026

The Chicago Bears are often discussed as one of the NFL’s most historic franchises. From a corporate governance perspective, however, the Bears look far less like a traditional sports team and far more like a founder-controlled company.

For more than a century, ownership and decision-making authority have remained within the hands of the Halas family. That structure closely mirrors the way many startup founders seek to retain control of their companies’ cap tables and boards even as outside investors come in and enterprise value scales into the billions.

Founder Control as a Corporate Design Choice

In 1920, George Halas acquired the Bears and built the organization into one of the league’s cornerstone franchises. After his death, ownership passed through his estate to his daughter, Virginia Halas McCaskey, and later to her heirs. Interestingly, the equity never left the family bloodline.

Through a combination of family ownership, voting trusts, and proxy arrangements, Virginia McCaskey held voting power not only over her own shares, but also over the shares of her eleven children and additional relatives. At various points, this structure gave her effective voting control of roughly 80% of the franchise.

From a startup law perspective, this is functionally indistinguishable from a founder who sells large economic stakes to investors while retaining voting control through dual-class stock or contractual voting arrangements. Economic ownership becomes separated from control, allowing the founding group to remain in the driver’s seat across generations and market cycles.

Dual-Class Stock and the Separation of Economics from Control

Modern founder-led companies such as Airbnb, Meta, and Google rely on dual-class share structures to achieve the same result. High-vote Class B shares allow founders to maintain majority voting power even after significant dilution of their economic stake. Similar outcomes can be achieved through voting agreements, irrevocable proxies, and shareholder pooling arrangements.

In both the Bears’ ownership structure and Silicon Valley dual-class regimes, outside investors may acquire meaningful economic exposure and even board representation. What they cannot acquire (absent extraordinary circumstances) is control. The governance architecture is deliberately designed to prevent displacement of the founding group.

Why Control Matters More as Companies Scale

In the earliest stages of a startup, governance and capital structure often feel secondary to product-market fit and survival. At a $5 million or $30 million valuation, founder-investor alignment is typically high with minimal, conceptual governance disputes.

As companies scale, however, misalignment becomes structural. What feels cooperative at Series A can become contentious at $300 million or $3 billion, when founders, venture funds, employees, and public market investors begin optimizing for different timelines, risk tolerances, and exit horizons. At that stage, the voting and board architecture embedded in the charter and stockholder agreements becomes outcome-determinative.

The Bears illustrate the long-term consequences of those early structural choices. Control, once embedded, is remarkably durable.

Benefits of Founder-Controlled Structures

Founder control—whether through voting blocks, dual-class stock, or board entrenchment—offers several well-recognized advantages:

  • Long-term strategic horizon. Insulation from quarterly performance pressure allows management to pursue investments in brand, infrastructure, and innovation that may depress near-term earnings but enhance long-term value.
  • Mission and cultural continuity. Control structures preserve the founding vision and risk profile, reducing drift caused by professional management turnover or activist pressure.
  • Stability in capital strategy. Management can resist forced liquidity events or premature exits driven by investor fund cycles rather than company fundamentals.

Risks and Friction Points

The same mechanisms that preserve vision can also entrench underperformance:

  • Limited accountability. Minority investors and independent directors have constrained remedies when control blocks dominate voting outcomes.
  • Governance discount. Markets often price founder-controlled companies at lower multiples due to reduced takeover optionality and weaker shareholder rights.
  • Agency risk. Separation of cash-flow rights from voting control allows controllers to monetize economic interests while retaining decision-making authority.
  • Succession fragility. Absent carefully drafted conversion and trust provisions, control may pass to less capable heirs or become the subject of intra-family disputes.

Board Control and Fiduciary Architecture

Following the death of Virginia McCaskey, the Bears’ board consists of six directors: four McCaskey family members, team president and CEO Kevin Warren, and minority owner Pat Ryan. The family therefore controls two-thirds of the board seats, creating a durable voting bloc that cannot be displaced without its own consent.

This mirrors the way venture term sheets often guarantee founders permanent or supermajority board representation, combined with protective provisions that prevent investors from unilaterally expanding the board or reconstituting control. Minority owners may obtain information rights, consent rights, and limited veto power, but not the ability to override the founder bloc.

Control as a Constraint on Capital and Liquidity

Control structures also shape capital strategy. The Bears cannot readily access public equity markets, cannot sell control without family consent, and instead rely on debt and public-private financing for capital-intensive projects such as stadium development.

Similarly, dual-class startups often face a narrower investor base, index exclusion, and governance-driven valuation discounts. Control preserves strategic autonomy, but it raises the cost of capital and limits exit flexibility.

Drafting Lessons for Startup Founders

For founders designing governance at formation, the Bears offer several enduring lessons:

  1. Control is architectural, not incidental. Voting rights, board composition, and conversion triggers will outlive product cycles and financing rounds.
  2. Board design matters more than ownership percentages. Board appointment rights often determine control even after substantial dilution.
  3. Succession is a corporate law problem, not merely an estate planning issue. Trust structures, transfer restrictions, and mandatory conversion provisions must be coordinated.
  4. Liquidity and control are a tradeoff, not a free option. Retaining control often means accepting higher capital costs and reduced exit optionality.

Conclusion

The Chicago Bears are not merely a football franchise. They are a century-long case study in perpetual founder control. Their history illustrates both the power and the limits of separating voting authority from economic ownership.

For startup founders, the message is clear: your certificate of incorporation and stockholder agreements are not transactional formalities. They are constitutional documents. The governance structures you embed today may determine who controls the company decades from now—long after the original product, market, and management team have changed.

Written by Omar Zoubeidi, 3L at Loyola University Chicago School of Law. Omar will be sitting for the bar in July 2026. Omar is not yet licensed to practice law, and none of the information provided here should be construed as legal advice.

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