Facebook fail a blow for Silicon Valley ‘founder control cult’

Bloomberg

Silicon Valley spent more than a decade finding ways to give company founders more control. When Facebook Inc. tried to follow suit, shareholders pushed back.
Google started it with a 2004 initial public offering that gave co-founders Larry Page and Sergey Brin voting rights well beyond their economic stakes in the search giant. Groupon Inc., Zynga Inc. and Facebook did it too, and this year Snap Inc. sold stock with no voting rights at all.
In each case, investors went along, buying into the argument that founders need control so they can carry out their long-term visions. Sometimes shareholders sued, and invariably lost.
In 2015, Facebook doubled down with a proposed new share class to solidify co-founder Mark Zuckerberg’s grip on the social media giant forever, even if he sold almost all his stock. Shareholders sued again, and this time they won. Facebook scrapped its plans, just days before a class action lawsuit challenging the move was set to go to trial.
“This really is the death knell for existing companies trying to adopt a non-voting share class,” said Ken Bertsch, executive director at the Council of Institutional Investors, a nonprofit group that advocates for strong corporate governance.
There are other signs of sentiment shifting. In political and regulatory spheres, there’s a new push to rein in US internet companies, which have grown to become the world’s most valuable public corporations in recent years.
In capital markets, S&P Global Inc. recently barred stocks with multiple share classes from joining its main US indexes—excluding Snap, although Facebook was grandfathered in. And London Stock Exchange Group Plc unit FTSE Russell announced a list of more than 30 companies it would bar from its indexes unless they raised the percentage of voting rights accorded to public investors. MSCI Inc., another major index provider, also spoke out against these structures recently.
“When you create these special classes of shares that are not aligned with the economic interests of the shareholders, some will say that’s poor corporate governance,” George Maris, portfolio manager at Janus Capital, said.