Zuckerberg controls Facebook: Get over it

Posted by Marc Hodak on April 28, 2016 under Governance | Read the First Comment

I’ve been hearing a lot of angst about Facebook’s decision to issue a new class of non-voting shares for the express purpose of preventing dilution of Mark Zuckerberg’s control over Facebook. Mainly, the complaints are of the nature, “It’s undemocratic!” The best response I can offer: Get over it.

God did not ordain that all companies need to be governed in any particular way. Yeah, I get the benefits of a more diverse shareholder influence over the board. I get that he might abuse the outsized authority he has gained from dual class (now triple class?) shares, and act in ways that hurt minority shareholders. I would be willing to grant all that and ignore that Zuckerberg’s influence has so far been very beneficial to all shareholders, and that his board is as good as one might hope for to restrain his potential excesses.

But here’s the deal with Facebook: Zuckerberg is in control. Every current shareholder bought into that premise. There is no moral principle that says we need to adjust the charter or capital structure to accommodate our personal or collective preferences on what “good governance” ought to look like after the fact.

What about the fact that Zuckerberg has now added another layer of anti-dilution protection that wasn’t there when current shareholders bought into Facebook? Well, they bought into that, as well. They bought into the current change insofar as Facebook is, basically, the charter that enables that change and everything else that Facebook is. When you date a paranoid, you can’t complain when they add another alarm system to the house.

If you’re an outsider and don’t like the change, then don’t buy into the Zuckerberg-controlled Facebook. If you’re a shareholder who feels that he has somehow changed the relationship between you and him as shareholders, then sell your shares and pocket the gains.

I get that one day Zuckerberg might get stale, and we’ll wish he didn’t have so much control. You can sell your shares then, or in advance of that time, based on some suitable discount horizon. None of us is entitled to the kind of corporation we wish we had; we’re entitled to the corporations we buy into, warts and all.

As usual, the people most agitated about this are the governance mavens with a knee-jerk reaction against anything that undermines shareholder democracy. They react as if shareholder democracy equates to shareholder-friendly governance, notwithstanding any actual evidence to support that. Shareholders should, instead, celebrate the diversity of governance structures out there, make their bets on governance structures, as well as strategy and people everything else bundled into their bets, letting the market sort it out, and letting entrepreneurs focus on business rather than shareholder relations.

  • Bernard S. Sharfman said,

    Wonderful post! What I really object to is seeing the Facebook stock plan being referred to as “bad corporate governance.” See this article titled “Facebook’s stock plan is bad corporate governance. Do you care?, http://www.sfchronicle.com/business/article/Facebook-s-stock-plan-is-bad-corporate-7384828.php . So, I posted the following on the article’s comment section”

    “Assuming Facebook’s stock plan enhances shareholder wealth by allowing Zuckerberg to maintain control for the foreseeable future, how can it be “bad corporate governance”? Good corporate governance does not presume a minimum amount of shareholder involvement, only the right balance between accountability (shareholder involvement) and authority (Board control of corporate decision making even when a controlling shareholder is present). In the case of Facebook, minimal shareholder involvement seems to be what is required for company success and the enhancement of shareholder value. Therefore, that type of shareholder involvement is what is required for good corporate governance at Facebook and allowing more involvement would only allow for “bad corporate governance.”

    While I understand that journalists must write about many different topics, it would really be great if they were better informed on the topic of corporate governance before they write about it.

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