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There is an interesting line in Square’s recent IPO filing that reveals that CEO and founder Jack Dorsey’s companies appear to be profiting from one another
The S-1 filing states that West Studios LLC, a marketing firm in which Dorsey has “direct ownership interest,” received $1.2 million from Square for “consulting services.”
Not only that, but West Studios purchased 375,000 shares of Square’s common stock, which was exercised in full in 2014.
This isn’t the first time West Studios has popped up in one of Dorsey’s companies’ SEC filings.
Check out this passage from Twitter’s IPO S-1 filing in 2013:
Jack Dorsey, one of our directors, has a direct ownership interest in West Studios, LLC. In 2011 and 2012, we incurred $0.3 million and $1.9 million, respectively, of expense for marketing and communication services rendered to us by West Studios, LLC. No expense was incurred in relation to this arrangement in the six months ended June 30, 2013. There was no outstanding payable balance to West Studios, LLC as of June 30, 2013.
The traditional defense of these kind of relationships between directors at companies and service providers where they are also directors is as follows: Working at a startup is chaotic. Startups often don’t have the time or the resource to conduct lengthy agency reviews (and they may not even know how to conduct an agency review.) And not all big agencies want to work with startups. If the CEO or a senior director at the company already knows an agency that can work with them straight away to get things up and running, that’s great. There may be a potential conflict of interest, but it has been fully disclosed, and not huge amounts of money are changing hands here.
Nevertheless, for West to pop up not once, but twice, in Dorsey’s S-1 filings is likely to raise some eyebrows.
So what is West Studios? And why is it getting all this money from Jack Dorsey’s companies?
West isn’t a well-known marketing agency. It doesn’t even have a website. Trade website AgencySpy has previously described West as “secretive.”
Business Insider has contacted West, Square, and Twitter for comment on this article. Twitter confirmed it no longer has a relationship with West. Square declined to comment. We’ll update the post once we hear back from West.
Until then, here’s what we know.
West is a small (~50 people say they work with the company on LinkedIn) San Francisco-based agency founded by former Apple VP of marketing communications Allison Johnson in 2011. Johnson reported directly into Steve Jobs at Apple and oversaw the launch of memorable ad campaigns like “Mac vs. PC” and “There’s an app for that.”
Here’s a video of Johnson talking about her time at Apple.
Dorsey provided some of the initial funding to launch the agency, although it’s not clear exactly how much of a stake he has in the business. AgencySpy suggested in 2013 he had “distanced” himself from the company since launch. Ray Chambers, the founder of Malaria No More, was also an initial investor.
Here’s how West describes itself, as per a job post on the agency’s LinkedIn page for a role in its New York office:
West provides strategy, design, growth, and creative expertise to early stage companies who are ready to scale their markets and achieve their maximum potential. Our Partners are typically high-profile, well-funded companies with seasoned founder teams and good traction with a loveable product. We provide a fully supported “CMO-in-Residence” team to design and build the strategy, structure, processes and talent necessary to create a world-class marketing engine that drives exponential growth.
Our approach is highly collaborative, where every team member contributes to the design, development, and implementation of world-class marketing outcomes. The West process is fueled by creative tension between business, market, and customer requirements, and steered by an entrepreneurial understanding of “start up” urgency and resource constraints.
West Studio’s clients have included Jawbone, Rdio, Tumblr, artificial intelligence company Anki, a source tells us the agency has also worked with Path – and, of course, there’s Twitter and Square.
West’s involvement with Twitter and Square
In 2011, when Dorsey was serving as Twitter’s executive chairman, he went on to oversee the company’s marketing functions, following the swift departure of marketing head Pam Kramer after just three months in the role.
According to a report from Business Insider’s Alexei Oreskovic earlier this month, Dorsey hired West to produce Twitter’s first and only TV commercials to date. A source told Business Insider the arrangement (the fact that Dorsey appointed a company he has a financial stake in) “raised eyebrows and caused whispers within the company.”
Here’s a playlist of those 15-second TV ads.
In 2012, after a period of turmoil in which Dorsey reshuffled executives at the company, changed the product, but also failed to be communicative enough with his staff, he was “quietly shown the door,” the source told Business Insider.
Twitter, where Dorsey has returned to lead as CEO, no longer has a relationship with West.
Now Dorsey appears to have set up a similar arrangement between West Studios and Square.
Dorsey isn’t doing anything wrong or illegal. Yet the arrangements between West and Twitter and Square do suggest a conflict of interest. When companies buy services from agencies they’re supposed to make their appointments based on the value that agency will be able to provide. Appointing a company that your CEO is invested in could raise a problem for internal marketing departments: it could present some political tensions if the marketing boss wanted to get rid of the agency from the roster, for example.
This is not the first time the founder of a tech company has set up cozy deals with his own vendors.
Back in 2013, Business Insider’s Jim Edwards reported that Groupon’s founder and then-executive chairman and temporary co-CEO Lefkofsky had a financial interest in several companies that had relationships with Groupon.
He was a director in marketing services company InnerWorkings, which Groupon paid $2.5 million to in 2011 and a further $1.3 million to in 2012. And Lefkofsky was a director at Echo Global Logistics, to which Groupon paid $600,000 to in 2012. Groupon also paid $695,000 to Lefkofsky & Gorosh in 2011, a law firm owned by his brother.
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Those arrangements were disclosed in Groupon’s 10-Q filings and its proxy form, and the payments were not material to Groupon’s business. However, Edwards wrote: “But the deals are another example of Groupon’s occasional tone-deafness regarding its public image … The sums involved are peanuts for both Groupon and Lefkofsky – yet they require an embarrassing disclosure to the SEC that the company’s founder and chairman and now CEO may be engaged in a conflict of interest.”
We asked advertising industry observer, Pivotal Research senior analyst Brian Wieser, what he thought of the relationship between Dorsey’s lesser-known third company West and his two better-known ones. Wieser said that as long as there are disclosures around the relationships (which there are) there isn’t likely any reason to be concerned.
He added: “Agencies can be viewed as extensions of marketing departments, and with early stage companies the line can be blurry between what services might be best managed in-house vs. through agencies. Often, it is a matter of finding the individuals who are best situated to do specific work.”
More importantly, not every agency actually wants to work with a startup, given the uncertainty around whether the company can pay in full in cash, and what the ultimate scope of the relationship will involve.
Wieser said : “In that context, if a CEO of such a start-up company has a relationship with an agency – whether through personal relationships or an equity position or both – it doesn’t seem unreasonable to choose to work with that agency.”