Would Bruce Wayne of the 21st Century take Wayne Enterprises public?

December 8, 2021 7:28 PM

If only this was for a fanfic, but I'm just really curious. Imagine you had the corporate accounting knowledge and got tapped as a 'consultant'. Would modern Batman take the risk of making WayneCorp a publicly listed entity, and either way, what's the implications of his moral character? Considering the amount of public discourse we've been having these days, I guess I'm trying trying to have my cake and eat it with regards to a rich man superhero. I'm imagining a few scenarios below.

1. Bruce Wayne comes of age and decides to really lean in to the louche persona

He goes public because that's the thing to do and it would be strange for such a public trainwreck to be private here? How would he maintain his secrecy and be ethically transparent?

1b. The louche rich a-hole persona is partially true
He wants to help the little people, and honestly, he doesn't care how he gets it done, as long no one figures out the connection.

2. Bruce Wayne is of generational wealth, and his reputation is just an accumulation of all that

Would this scenario give him enough cover to playact as a rich idiot? Would this be enough for people to assume why he never went public (as in they would think he doesn't know enough to see the benefit of getting on the stock exchange)? How would he get his funds? Fellow rich guys of the Justice League?

2b. Like the above but even more deliberately

He's actually seriously working on divesting and trying not to make WayneCorp the same kind of multi-headed hydra modern corporations are known to be. Would this mean he's still rich but can't be canonically one of the big leagues? Like, if this Bruce had to go toe-to-toe with LexCorp or Morgan Edge, would he lose out?

posted by cendawanita to Society & Culture (17 answers total)

t's a cool idea and, btw, Waynecorp would definitely be involved in some way with financial markets cuz that's how you make the big bucks these days. Instant dramatic tension because, as you say, Batman has to keep his secrets. But they would definitely want to get their beaks in cuz otherwise you're leaving millions or billions on the table.

You can have all kinds of different ownership structures associated with public companies. Maybe look at the Facebook or Goldman IPOs, which were structured in such a way as to leave a lot of control with incumbent owners while still allowing the public to own a lot of the companies.

Even if Waynecorp is not a public company, it could and presumably would have outside investors and creditors. E.g. I think hedge funds are often structured as partnerships, where the management company is a general partner (has the right to control operations) and investors come in as limited partners (have the right to money). Or friends and family and other companies in related industries might privately negotiate stakes in Waynecorp. Or Waynecorp might remain closely held by Wayne, but participate in joint ventures with other companies and investors.

Maybe the limited partners in Wayne Defense Fund normally can't do anything to control it and only get vague reports about its finances, but if it somehow winds up in bankruptcy court then ... all bets might be off, Batman.

Let's not forget about the various kinds of loans Waynecorp would probably carry. Just about all big businesses are constantly doing stuff on credit, because they have reasonably predictable fluctuations in cashflow that credit can smooth out. E.g. you have to spend a lot of money to put inventory on shelves, but you pretty much know you're going to get it all back over a couple months as you sell it out, so you have a rolling credit facility with your bank. Creditors don't automatically have the same rights to control your operations that equity investors theoretically do, but they may be able to insist on some oversight or control measures as part of a loan agreement if they're not confident in your management.)

(Sidenote: they don't give us any helpful details, but isn't Wayne a public company in the Bane movie? Y'know what I don't remember how that dumbass stock market subplot was supposed to work and Google is not helping very much but still it might be an example of prior art to think about. I also think in at least one movie, maybe that one, the board of directors of Waynecorp dumps Wayne as CEO. The board are the elected representatives of the investors, implying that Waynecorp has majority investors other than Wayne, even if the shares aren't publicly traded.)

Anyway bottom line is that Waynecorp would definitely have outside investors, maybe public investors, and the arrangement would definitely be set up so as to protect the secret parts of the business, but the protection might not be watertight. I think basically you can decide what dramatic possibilities you like and then dial in the corporate financing / governance in whatever way would be most fun. Really cool prompt!
posted by grobstein at 7:55 PM on December 8, 2021 [2 favorites]

Bruce Wayne is a secretive and paternalistic control freak. If he can play the irreplaceable genius like an Elon or Zuck he can maybe swing ways to hold a majority of voting shares while selling most of the stock. But those avenues will be substantially less appealing to the market if he plays a louche playboy. Meanwhile reporting responsibilities of a public company will be a real drag on both his less than market oriented skunkworks projects and his general paternalism.

How does he get cash then? The same way that every other ultra wealthy but illiquid guy does- interest rates are near zero- you put up some collateral and take out an enormous loan.
posted by wotsac at 8:04 PM on December 8, 2021 [2 favorites]

If I recall correctly in the movie version, Lucius Fox (played by Morgan Freedman) is the CEO and Bruce is the chairman of the board. Which makes sense since the CEO is really just the head manager and works for the board of directors. Since these are things that get voted on, the person with the most voting shares has the most sway. If it's over 50% of the voting shares (not all shares are voting shares) they can appoint themselves chair and/or CEO. The CEO doesn't even need to own any stock though they pretty much always do (and are paid in stock/stock options besides).

It could work if, say, Bruce and Lucius own more than 50% of the voting shares together. Then they can control the company between them. Lucius is definitely shown to also be a board member.

There are surprisingly few limits to the restrictions a company can place when they sell shares in a company as long as it's properly disclosed. I'm confident that folks who work in corporate finance and have experience dealing with various ownership and management structures could create something sufficiently complex to effectively hide Bruce's control of the company.
posted by VTX at 8:09 PM on December 8, 2021 [1 favorite]

he can maybe swing ways to hold a majority of voting shares while selling most of the stock

Sounds like an ideal scenario for a capital structure that includes (appropriately) super-voting shares.
posted by mandolin conspiracy at 8:10 PM on December 8, 2021 [2 favorites]

Even with measures like super-voting shares, it would be hard to be absolutely certain of not being ousted in some way and public companies have such high reporting obligations that it would be hard to hide the bat-sized hole in the finances. Not impossible, but there's always someone looking and shareholders are only interested in dividends and keeping the share price climbing, so there'd be a lot of reasons for people to snoop and speculate.

There'd be no real issue with remaining private and there are enough large/enormous companies around that it wouldn't stick out that much. It would be something of an anomaly, though and that itself could excite interest and speculation.

One thing he could do is take the company public, then divest himself of all his shares over an appropriate period, using the profits to fund his now-day job in all the secrecy he wants and still have time to be the benevolent but eccentric gazillionare.
posted by dg at 10:04 PM on December 8, 2021 [3 favorites]

If you want to wait a day or two, I can get my dad to ask his TISOS buddies (if you know TISOS, then you’re a real comics nerd too!)
posted by Champagne Supernova at 10:11 PM on December 8, 2021

If the company is public, and he is chairman or CEO wouldn't the shareholders have a right to demand explanations for the significant periods of time he "disappears" and know one knows what he is doing.
posted by TimHare at 10:12 PM on December 8, 2021 [1 favorite]

Response by poster: If you want to wait a day or two, I can get my dad to ask his TISOS buddies (if you know TISOS, then you’re a real comics nerd too!)

I do not, and I can't wait!!
posted by cendawanita at 10:25 PM on December 8, 2021

Response by poster: (hold on a second, i just re-read my comment... and d'oh, I meant I can't wait to hear from your dad, Champagne Supernova!)
posted by cendawanita at 3:44 AM on December 9, 2021

Private Equity all the way, because dark knight.
posted by scruss at 4:53 AM on December 9, 2021

Here is one take on the corporate structure of Wayne Enterprises, which in this version remains closely held.
posted by Lawn Beaver at 6:58 AM on December 9, 2021 [2 favorites]

There are plenty of big league enormously wealthy privately held company CEOs. Koch Industries, Mars, Bose, and Chick-fil-A to name a few.

I think someone like Bruce would not want the added scrutiny of being a public company CEO and the demands for quarterly earnings presentations, etc.
posted by the foreground at 7:11 AM on December 9, 2021 [3 favorites]

I also feel that it would be in character as control-freak for his company to remain private.

But am enjoying thoughts of wilder alternatives, eg converting it to an employee-owned B-corp as Bruce/Batman age into necessary retirement. (Apparently canon doesn’t worry about that? Okay, I’m going off piste, swoosh swoosh.) Wayne Enterprises in its effectively municipal-pride version wants to be employee-owned because that’s better for the city. Batman cleans up the city violently and then less violently and then in semi-retirement puts a few more great inventions into the skunkworks so Wayne Enterprises has more diversified options to keep going for generations. Oracle fights off a private equity attack by a thinly-disguised Larry Ellison. Etc.

Half of this the US did in a few cowboy movies, working out how the lone gunman hero could adapt (or not) to the actual rule of law.
posted by clew at 10:45 AM on December 9, 2021 [1 favorite]

Worth noting that the outcome of taking Wayne Industries public in Badman Begins was rife with illegalities as executed in that movie. Lawyer Ted Frank gave a rundown of likely legal woes for Wayne, Wayne Industries, and the City of Gotham, on the legal blog "Overlawyered," back in 05.
posted by Sunburnt at 12:51 PM on December 9, 2021 [1 favorite]

Wayne Shipping, which is one of the older parts of Wayne Enterprises, is publicly traded. Bruce Wayne could float other parts of W.E., like Wayne Foods or Wayne Entertainment, without giving up to much insight into Batman’s activities.
posted by chrisulonic at 1:59 PM on December 9, 2021 [3 favorites]

There are probably also ways that Batman could intervene. Maybe a bunch of the mutual funds that all together hold a significant number of voting shares of W.E. stock all hire the same proxy firm to vote on their behalf. Maybe the head of that firm was once saved by Batman and Batman now counts him as an ally. Sometimes he gets asked to provide financial information that he has access to, sometimes he's asked to vote a certain way. It would be weird if Batman was only ever interested in W.E. but plenty of criminal activity that Batman would care about leaves trails through the financial system. So that kind of ally might be of more use than just helping him control W.E. in extra legal ways.
posted by VTX at 2:39 PM on December 9, 2021 [1 favorite]

Okay, heard back from my dad. He said that Wayne Enterprises was after his time, and that originally, Batman was just independently wealthy, but here’s his thoughts on the question at hand:

“Not as a nerd, but as someone who worked in the broker-dealer business sec filing requirements would probably make Bruce Wayne reveal more about him then he would want, and therefore would not take the company public.”
posted by Champagne Supernova at 3:14 PM on December 9, 2021 [2 favorites]