Mark Zuckerberg Gets to Control Facebook a While Longer
bloombergview.com
bloombergview.com
If Mr. Zuckerberg were to leave us or if his employment with us were to be terminated for "cause," under the Current Certificate, he would not be required to relinquish majority voting control. Moreover, under the Current Certificate, Mr. Zuckerberg would be able to pass along his shares of Class B common stock (and potentially his majority voting control depending on sales or transfers by Mr. Zuckerberg, as well as changes in our share count) to his descendants after his death, thus leading to potential multi-generational majority voting control of the company.
The Special Committee and the board of directors believe that attracting a qualified chief executive officer to succeed Mr. Zuckerberg would be significantly more difficult if Mr. Zuckerberg, our founder and (in that event) former chief executive officer, continued to retain majority voting control of us in such a circumstance. The Special Committee and the board of directors also believe that the quality of a chief executive officer who would step into the role under these circumstances is likely to be significantly lower than it would be if we were no longer controlled by Mr. Zuckerberg, which could result in the potential loss of significant value for us and our shares of Class A common stock.
But after this deal Mark cannot retain voting control if he leaves or is fired for cause. He also cannot pass on his current voting rights if he sells is shares or his kids inherit them.
Seems like FB did get something in return.
That said, it means investors are betting on FB being a long lived (software) company, such as Oracle (39 years and counting), Apple (40), Microsoft (41) or, in the extreme, IBM (105).
Of which, how many original CEO's are still at the helm?
There's also no evidence Bill is a stronger candidate to manage the current conglomerate version of Microsoft than Satya (who appears to be doing a fine job so far). Based on the work Bill did the last several years he was actively involved, he has lost a step or three. Further, Bill's age at this point - 60 - is a serious problem, Satya can run Microsoft for 12 years before catching up to that. Jobs by comparison returned to Apple at a mere 42 years old.
And in other lines of work, including finance, it's not rare to continue to be a CEO well into your 60s or 70s...
http://www.theatlantic.com/business/archive/2010/06/the-14-o...
And there are a number of CEOs with multi-decade tenures:
http://fortune.com/2015/05/05/14-longest-serving-ceos/
The Bell System had something like a 70-year monopoly, and it's certainly possible that Facebook has staked out something equally enduring.
In all fairness, I listed IBM and I can't imagine people referred to it as a "software" company in 1911, even if it was within the 'computing industry' such as it was back then.
IBM were in the computer business, they still are its just that the industry has changed so now we think of what theybdo as software and what e.g. Dell do as the computer business
Specifically, in the business of selling items to help "computers", a job title for people who computed values.
Human computers were needed for more complex mathematical operations.
See https://en.wikipedia.org/wiki/Tabulating_machine#Operation for more.
Perhaps there is some study to be done where social sites/apps become obsolete if they fail to adapt their UI/UX over the years. I mean look at sites like Fark and SA compared to what is popular nowadays like Snapchat or Reddit.
I'd actually argue hallelujah that reddit hasn't significantly altered their UI. It may not be pretty, but it doesn't take that long to get used to its quirks, and when you do it is extremely fast and easy to navigate and find meaningful content. I contrast this to slashdot, who proceeded to make their UI WORSE with every update (more "modern" styling and response, but they made it totally broke the usability of their commenting system).
Facebook has algorithmic targeting of ads second to none on the planet (most of which happens entirely outside the purview of ad blockers) and pretty unrivaled view of what customers are doing across devices. On top of which they have several other businesses that could one day grow more profitable than FB itself.
We can talk about whether Facebook's model is sustainable, whether demand for behavioral targeting ads will hold up, or if the likes of Instagram and Oculus can ever turn really profitable - but a MySpace style collapse is more or less out of the question.
Instagram, Oculus, WhatsApp – all extremely valuable, not to mention other products like Messenger.
Facebook won, they locked up the market. The match is over, there will be no meaningful direct challenger in the next 10 or 15 years to what Facebook does at its core.
Facebook is Google, MySpace is AltaVista.
In 1999 during the dotcom craze that bolstered Sun, they were generating about $300 million per quarter in profit. Inflation adjusted, Facebook is already four times larger, and they're growing extremely fast.
Sun was more like DEC. They never had anything in common with Facebook's business position today.
Control of FB is by bloodline.
Following paragraph reads:
The new arrangement will convert Zuckerberg's high-vote B shares into A shares if he dies, is fired for cause, or resigns.When does the deal close?
It says "he would NOT be required to relinquish majority voting control".
And that he WOULD be able to pass his voting shares to children; "thus leading to potential multi-generational majority voting control of the company"
Which is the opposite of what you just said...
"The new arrangement will convert Zuckerberg's high-vote B shares into A shares if he dies, is fired for cause, or resigns."
You should have read the article.
Go go transparency
An interesting example is Alphabet/Google. Their class C shares (which have no votes) are trading at $691 right now. Class A shares (which have one vote) are trading at $705, which is 2% higher. That seems like a small difference, considering you're giving up any kind of voting rights. What if management starts to perform poorly?
Well, guess what? Insiders (and only insiders) have class B, which have 10 votes each, so you're not going to have much luck as an activist shareholder mounting a fight against that.
It's not an unreasonable view. American public companies have generally become pretty short-sighted, and financial traders are positively myopic. (A friend of mine works for a "medium-term" hedge fund, which he says means they hold shares from hours to days.) If you think a company is better off with a serious long-term focus and a stable power structure, then you're better off betting on something where random stock purchasers don't have control.
Historically, I think this is more common in European family-controlled business empires. But it makes some sense here. Look at how well Amazon, Apple, and Facebook have done with CEOs who have a long-term focus. I'd be happier betting on Bezos, Jobs, or Zuckerberg than J Random CEO, who is much more concerned about hitting quarterly numbers than in maximizing impact on a multi-decade scale.
or Zynga http://www.thedailybeast.com/articles/2011/12/14/zynga-s-ipo...
Zynga, on the other hand, was the unholy child of an MLM scheme and a slot machine, a supposed games company that provides very little fun and quite a lot of addiction. So it's not clear to me that anybody there benefits from a long-term orientation.
You're right in questioning the practice - the vote multiples and various share classes bring opacity to otherwise transparent concept of equity investing. Does the board want CEO to have 10x the votes? Issue him 10x the shares.
I'm sure that class C stock will be correlated to class A stock but this sort of sounds like a security who's price is dictated by my ability to find a greater fool to purchase it in the future.
Isn't this true anytime you buy stock for a company where one person owns >50%? You know you can't influence anything with your vote; you're just buying a fraction of the future dividends.
> I'm sure that class C stock will be correlated to class A stock but this sort of sounds like a security who's price is dictated by my ability to find a greater fool to purchase it in the future.
For almost all companies, most of the stock's expected value derives from future scenarios where the company pays out dividends like normal (even if they aren't paying any currently). The expected value derived from the possibility of liquidating the assets and returning all money to the shareholders is nonzero but very small, simply because the chance of this happening is small. So this greater-fool critique would apply to any stock that isn't paying out dividends in the near term, not just those for which there is no voting control.
Like a lot of financial theory, I think this is partly true. However, in my view, one of the side benefits of companies giving dividends is that it acts as a sort of long-term "anchor" to the stock's instrinsic value: the amount the company's stock is actually worth, which is usually wildly different from what it's worth on the stock market.
Let's say through careful analysis I find a company I think to be greatly undervalued in the stock market. I buy a bunch of shares. If they don't pay a dividend, I'm just hoping that eventually the market will "notice" the discrepancy and the price will go up, but I bear a lot of risk because the opposite could happen. But, if that company pays dividends, and those dividends continue to grow, I am getting a real return which is not based on the vagaries of the market.
Thinking that dividends are the only way to realize benefits is short-sighted.
Not quite sure what else to expect though. I guess it's a store of value so you can use it to avoid holding cash?
[1] except for those cases where you did not succeed to retain control of the company from the beginning...
Superman does good, Facebook's doing well.
...which is the whole point of this independent committe working through this change. They're making him give up dynastic control, in exchange for the ability to cash out without losing control.
He's setting up a non-taxable charity vehicle that he controls.
I can see how the headline could be interpreted as Zuck being detrimental, but I don't think that was the intent.
Such humility. I really want to punch this kid in the face.
Hopefully he cedes control (majority voting rights) by selling a bit to diversify his wealth :)
The whole point of this change is to allow him to sell almost all his stock without losing any voting rights. Did you even read the article?
1) Tax evasion, is not the same as tax avoidance.
2) Try putting money into a foundation, acquire the tax benefit of doing so, and then try giving it back to yourself. See what happens.
3) The Zuckerberg Chan Initiative is not a charitable foundation. It's a corporation, an LLC. Please explain how Zuckerberg will be using that to evade taxes. By law they will pay capital gains taxes upon any sale of the stock. How is that evading taxes? If they had wanted to limit taxes, they would have created a traditional foundation. The current structure gives Zuckerberg no added benefit over what he already has.
I guess these are now universally accepted as technical terms with different meanings, but it really bothers me that two words which are completely synonymous in normal English have been redefined in a particular domain to refer to mutually exclusive things.
That's all.