Governance and Legal Structure
The governance and legal structure of KmikeyM answers the two questions investors and journalists ask most often: is this a real security, and who actually decides things? The short answers are that KmikeyM is deliberately not a security, and that Mike Merrill controls the agenda while shareholders control the outcomes.
Why it is legal: there is no company
KmikeyM is not a corporation, and that is the point. The U.S. Securities and Exchange Commission regulates the sale of shares in companies. If Mike Merrill were incorporated, selling shares in himself would be a securities violation.
But Mike is a person, not a company. Owning a person is illegal, so the “shares” cannot legally be shares of him. Because there is no underlying security and no company issuing it, the entire arrangement sits outside securities law rather than in violation of it. The legal non-status of the shares is exactly what makes the project permissible.
This is why the project is best understood as a conceptual and artistic experiment structured as person-shares, not as an unregistered stock offering. The familiar vocabulary, “shares,” “IPO,” “shareholders,” is borrowed to make the experiment legible, but the legal substance underneath is different from a conventional equity.
Voting governance
Decisions are made by shareholder vote. Voting weight is proportional to holdings: one share, one vote (see Shareholder Registry). Approved proposals are binding on Merrill.
Merrill submits the proposals, but he is open to recommendations and ideas from shareholders, and many proposals originate in shareholder suggestion. The full mechanics of how votes are run, including the tiered framework for confidential decisions, are documented in The Privacy and Governance Vote.
What Merrill retains
Merrill’s reserved power is agenda control, not outcome control. He decides what goes up for a vote. Once a proposal is on the ballot, the outcome belongs to shareholders and binds him. He cannot override an approved vote, but he does control which questions reach a vote in the first place.
This division, Mike sets the agenda, shareholders decide the outcome, is the core of the governance model.
Dispute resolution: let the market decide
KmikeyM’s approach to conflict is unusual and intentional. Conflict is encouraged, and so is insider trading. Where a traditional market treats insider trading as a violation, KmikeyM treats trading as the mechanism by which truth surfaces. If a shareholder knows something that changes the value of the project, the design wants them to act on it in the market, so that the price reflects what people actually know and believe. Disputes are meant to resolve through trading and voting rather than through a formal arbitration process.
The 2022 hostile takeover attempt (see KmikeyM) was an early real-world test of how the model handles a concentrated, adversarial position.
Continuity: what happens if Mike exits
The project has a stated continuity plan for the event that Merrill dies, retires, or shuts KmikeyM down. The market would be frozen, and shares would be bought back at a discounted rate.
The discount is deliberate. Buying shares back at a price below market is designed so that no shareholder ever has a financial incentive to see Mike come to harm. A continuity plan that paid out at or above market on his death would create exactly the wrong motive; the discounted buyback removes it. An earlier arrangement, in which shareholders were designated the beneficiary of Merrill’s life insurance policy, has since lapsed and is superseded by this plan.