Malone had a free, unilateral right to convert his votes away 1-for-1 and declined it, because the votes were worth about 1.5% of the company’s market capitalisation to someone else. The private-company lesson is structural, not transactional: when you take on an investor, a partner or a key employee shareholder, votes and economics do not have to travel together. Non-voting and restricted-voting share classes exist for exactly this. Bundling them by default is the expensive mistake, and it is very hard to unwind later.