Facebook's shareholders voted against a provision that would knock Mark Zuckerberg's voting power down a notch at the social network's annual meeting Thursday. Yet the so-called 'one share, one vote' movement does offer lessons for any company looking to go public in the near future.
Some of Silicon Valley's most successful companies use a shareholder structure that gives founders, key executives and early investors more control of the company when they own common stock. But opponents of the strategy say ownership of so-called super-stock voting rights insulates insiders from common investors, and makes them less accountable.
The shareholder rights issue was put front and center as a proxy vote by activist investment group Northstar Asset Management, and its chief executive Julie Goodridge. Northstar owns 56,000 shares of Facebook worth $5 million. Goodridge and Northstar had also tried unsuccessfully in 2014 to do away with the dual class share structure.
Here's what the proxy vote statement has to say:
The proponent feels that the current dual-class structure eliminates shareholder checks and balances over management decisions. Over the long-term, insider control has been shown to sacrifice performance... 'With few constraints placed upon them, managers holding super-class stock can spin out of control. Families and senior managers can entrench themselves into the operations of the company, regardless of their abilities and performance. Finally, dual-class structures may allow management to make bad decisions with few consequences.'
Facebook founder Mark Zuckerberg, his co-founders and early investors reportedly own 74 percent of the company through a share structure that gives them, through Class B common stock, 10 votes, compared to 1 vote for outside investors who hold Class A shares of common stock. Zuckerberg reportedly owns 422 million Class B shares.
Google, which went public in 2004, started the trend, by setting up a two tiered share policy that similarly gave insiders 10 votes for every Class B of common stock owned, to 1 vote for Class A shares. Since then, as many as a dozen Internet companies including Groupon, LinkedIn, Zynga, and most recently Alibaba have instituted similar arrangements.
But dual class common shares aren't limited to tech companies. Over the years, media companies such as the New York Times, Washington Post, and Newscorp, have also structured investor voting rights along the same lines, to protect journalistic integrity, the theory goes.
Proponents of the dual voting rights strategy say it lets the founders, who have a vested interest in the company and long-term goals for its development, maintain control, freeing them from the whims of short-term investors. They may, for example, feel less pressure to make ill-considered moves that plump up share prices in the short run.
Opponents say the structure insulates company founders, making them unaccountable to the broader public investing in the company, and perhaps encouraging them to make poor choices, which places more risk on shareholders with fewer voting rights. Free of more stringent oversight, the structure could encourage insiders to staff the board with family and friends.
"Companies with unequal share structures tend to underperform," Goodridge said in a recent interview with CNBC, referring to a seminal study by Harvard Business School and the University of Pennsylvania's Wharton School. "Shareholders need to have some sort of say in terms of appropriate corporate governance and who is sitting on the board and other issues of sustainability."
Nevertheless, it can be expensive to convert super-stock, according to some experts, because it's essentially a buyout.