I had no idea companies could legally create vastly unequal schemes like that. How do people even find out about things like this? Is this information available somewhere? Impossible to make good investment decisions without this sort of knowledge.
https://www.cnbc.com/2017/08/01/sp-500-to-exclude-snap-after...
But it is easy to imagine that this happened to be able to hoodwink someone with the "Zuckerburg only controls 10% of the shares!" style soundbites without being forced to point out that means control of the company.
Realistically this practice should probably be banned on the basis that Facebook could achieve a similar outcome with something like one class of shares and selling bonds to the public, or something. Allowing a "share" to break the one-share-one-vote principle is unnecessarily confusing and misleading.
Lawyers shouldn't be redefining words. These words are meant to mean something. Although this is unlikely to be a new practice, I think Berkshire had different classes of share.
Does that hoodwinking matter, though? If you're unsophisticated enough to be tricked by this, you have 0% voting power. And at best you expected "someone other than zuckerburg, I guess, but I didn't look into who" to have voting power, and that seems so vague that it being false doesn't hurt you.
In practice, it leaves open the question of why anyone felt the need for 2 classes of shares. Why have 1 class A and 9 class B, instead of 100 shares for the company owner and 9 on the market? One of those is much simpler to work with. Maybe there is just some tax loophole that is being exploited here, but it looks like someone is getting scammed.
Not the biggest crisis I've seen today, but something that should get tidied up.
Because you want to sell more of the company without losing control. Changing that would be a lot more complicated than tidying up.
But consider a scenario where all shares have the same voting power, and class B shares have 100x the dividends and own 100x as many assets. With 100 class A and 9 class B.
In this scenario, the class A shares are much worse than class B shares. But the end result is the same: the founder can own 10% of the company value while having 90% of the votes.
Surely the founder isn't getting scammed here, despite their shares being so much weaker, right? And it would be strange to say the people with the superior class B shares are being scammed. But this is basically equivalent to having good class A and bad class B. So now what?
Doesn't mean that tricking people should be allowed.
It's assumed that investors have a responsibility to read the information a company publishes for investors, so if someone were to invest blindly they'd only be hoodwinking themselves.
> Realistically this practice should probably be banned...
Post Jobs, Larry and Serge were determined to not be ousted from their own creation. Others founders followed suit. And since returns were so good, investors played along.
Methinks that after Zuck and Neumann and others, investors have lost their appetite for being sidelined.
In the Facebook registration statement from 2012, one can get an idea of who owns these class B shares.
https://www.sec.gov/Archives/edgar/data/1326801/000119312512...
They are considering changing the rule but many of London's brokers and institutional investors strongly oppose it.
If I'm not mistaken there are some index funds that will exclude companies with dual class shares.
This is why "tech" companies can pursue outlandish projects that produce no revenue. Shareholders effectively have insufficient rights to question such decisions and hold the founders to account.
And as someone said, it's very public. You must be making investment decisions without looking at any corporate documents.
Well, I've never actually invested in any company before. Mostly because of stuff like this. I always assumed there's some insider information I'm missing out on.
Searching for `$COMPANY_NAME annual report` is a good start
As opposed to all the other reasons people buy publicly-traded shares?
That's what I meant.
What matters most to these (me included) is the growth of the nest egg, by dividends or capital gains (which FB has delivered handsomely on the last decade).
For large institutional investors, it may be important. For activist investors, it certainly is.
"In addition, our current restated certificate of incorporation and bylaws contain provisions that may make the acquisition of our company more difficult, including the following:
- until the first date on which the outstanding shares of our Class B common stock represent less than 35% of the combined voting power of our common stock, any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class;
- we currently have a dual class common stock structure, which provides Mr. Zuckerberg with the ability to control the outcome of matters requiring stockholder approval, even if he owns significantly less than a majority of the shares of our outstanding Class A and Class B common stock;
- when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock, certain amendments to our restated certificate of incorporation or bylaws will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock;
- when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;
- when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our board of directors will be classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from office for cause;
- when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of our common stock, our stockholders will only be able to take action at a meeting of stockholders and not by written consent;
- only our chairman, our chief executive officer, our president, or a majority of our board of directors are authorized to call a special meeting of stockholders;
- advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders;
- our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without stockholder approval;"
Maybe the core of the problem is Zuckerberg using Facebook to accumulate power. Not the company per se.
The page at https://data.worldbank.org/indicator/NY.GDP.MKTP.CD?location... says that the total US GDP for 2020 was almost $21T dollars. Specifically, $20,936B. The page at https://www.macrotrends.net/stocks/charts/FB/facebook/market... shows that the current market cap for Facebook is about $967B, but in 2020 it peaked just over $600B. Let’s use the 2020 numbers for illustration.
If the total worldwide market cap of a company exceeds 1.0% of the total US GDP for a given year, then I think they should be required to liquidate all preferred stocks, preferably trading them 1-for-1 with the regular stocks, although I would also concede that it might be fair to trade them for an equal value.
At US GDP for 2020 being just under $21T, this would mean that any company with a global market cap of slightly more than $200B would be affected — $209.63B, to be more exact.
If you want to shift the point at which this rule is applied, then adjust the percentage, but I think you want it to be tied to something that will vary and adjust in the future, to account for inflation, etc….
And I suggest global market cap as the comparison base, because some companies have a habit of using multiple shell companies in a wide variety of foreign countries, in order to try and hide their revenue and protect it from governmental taxes. I think we want to account for those kinds of shenanigans from the start.
Anyway, it’s just an idea. But I hope this general concept does take off.
Why is that? I am not aware of Facebook's corporate structure so I am curious.
- Yes, this is a LMGTFY question, but I find that people can often provide a better answer, that's easier to understand especially when the question is more of a curiosity rather something I wish to find the answer of rapidly.