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Victor Jacobsson, the reclusive co-founder at the heart of Klarna’s boardroom conflict, has bought up a stake in the company via special purpose vehicles to become one of its largest shareholders ahead of an expected initial public offering.
The precise size of Jacobsson’s ownership is unclear, in part because he holds shares through various corporate entities. However, his stake is worth hundreds of millions of dollars and may exceed that of chief executive Sebastian Siemiatkowski’s roughly 8 per cent stake, according to people familiar with the matter.
Jacobsson co-founded the $6.7bn Swedish buy now, pay later pioneer Klarna in 2005 alongside the group’s current leader Siemiatkowski. Although he served as chief financial officer of the company in its early years, Jacobsson left Klarna in 2012.
Jacobsson has nonetheless been among the most active investors in the company over the years, using his “right of first refusal” to buy up Klarna stock in the secondary market through special purpose vehicles, according to people familiar with the transactions.
He has charged other investors in those vehicles fees and carried interest to benefit from his rights as a co-founder, according to people familiar with the matter. Siemiatkowski has also bolstered his position in Klarna through a special purpose vehicle.
Jacobsson owns about 4 per cent of the company directly, but may own more than double that amount when his indirect holdings are taken into account, people familiar with the matter said.
He has had a “very big appetite on buying”, one of the people said.
It is unclear how exactly Jacobsson has financed those purchases, including the extent to which he is working with third parties.
The size of Jacobsson’s stake and his influence at the company has come under scrutiny in recent weeks after Klarna’s largest investor Sequoia Capital — which has a 22 per cent stake — failed to oust the venture capital group’s former leader Michael Moritz as chair.
At the heart of the conflict was tension about the influence of certain shareholders over Klarna’s corporate governance. Special voting rights had come to resemble a “shadow governance structure that impeded the ability of the board”, one person said.
Klarna is setting up a new UK holding company as part of plans to simplify its corporate structure and switch its domicile ahead of an expected New York listing.
Once the company redomiciles, there may no longer be the same special rights for certain investors under new shareholder agreements.
Two issues that arose in the boardroom dispute were whether the Klarna co-founders and a few other shareholders would retain special rights to buy stock, and whether Siemiatkowski should receive super voting shares in Klarna after its expected IPO, according to people with knowledge of the disagreement.
A spokesperson for Siemiatkowski said there was no proposal to introduce special rights for any shareholders and that the chief executive supported removing special rights.
Jacobsson was one of the earliest people to see promise in the company when he met Siemiatkowski at the Stockholm School of Economics. Klarna’s founders have taken divergent paths, however.
Siemiatkowski is one of the most outspoken advocates of the buy now, pay later industry. Jacobsson now rarely speaks publicly, and since leaving the company has pursued his own investments in venture and growth companies. The third co-founder, Niklas Adalberth, offloaded most of his shares years ago to start a foundation.
Both Klarna and Jacobsson declined to comment.