Co-Investing With an Independent Sponsor: The Investor's Guide
ResourceJanuary 26, 20264 min read

What governance rights do co-investors typically receive?

Board seats, observer rights, voting thresholds, and the practical difference between minority influence and minority protection.

Most co-investors are minority, non-control investors. The right question is not whether you control the company but whether you have meaningful protection.

Board seats vs observer rights

A large lead co-investor sometimes receives a board seat. Smaller investors more often receive observer rights, which include all board materials without a vote.

Voting thresholds

Major decisions (asset sale, recap, MIP changes, additional equity) typically require approval from the sponsor plus a defined percentage of non-sponsor equity, often 50 or 66 percent.

Information rights

All investors, regardless of size, should receive quarterly financials, annual audits, and timely notice of material events.

Practical influence

On smaller checks, influence comes from being useful: bringing customers, operating expertise, or follow-on capital. Sponsors pay attention to investors who add value beyond money.

If you are evaluating a transaction in this space and want a candid second look, Solender Capital is happy to compare notes. Reach out through our contact page and share what you are working on.