Dual-Class Share Structures

The cluster discusses how founders of tech giants like Google and Facebook use dual-class or super-voting shares to retain majority control despite owning minority economic stakes, limiting the influence of public shareholders.

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Keywords

AFAIK FB VERY IPO www.lw ISS i.e GOOG IANAL CEO shares voting shareholders voting rights class majority control board vote votes

Sample Comments

sp332 Apr 13, 2012 View on HN

It's tyranny of the majority shareholders. If you own 49% of Google's stock, you don't have 49% of the power. You have 0 power because whatever Larry and Sergey says, goes.

jrmg Nov 22, 2023 View on HN

‘Shareholders’ can’t do anything. Different classes of shares confer different voting rights, and Larry Page and Sergey Brin still own shares controlling over 50% of shareholder votes.

sireat May 10, 2020 View on HN

The problem with this idea is that increasingly company founders are opting for dual(or even triple) share structures by issuing massive amounts of non-voting stock to outsiders.It is all a game of musical chairs when you buy GOOG(not GOOGL), FB (class A) Facebook shares which have 1/10 voting power of Zucker class B shares.The list of these abominations goes on and people keep buying and trading them. If you are a company founder and can get away with this (Zynga had some trouble bu

thisisit Nov 23, 2018 View on HN

You do know Zuckerberg holds majority of the voting - Class B shares?

sireat Dec 8, 2016 View on HN

Unfortunately, this lack of regard for minority shareholders seems the norm these days.Google is a similar offender. Let's not even mention what happens when you buy Alibaba shares, whatever you own is not Alibaba.The problem arises when company starts going in a direction that most shareholders would object to. What can you do then?Let's say Zuck ends up owning 10 % of FB but still has the control of the voting shares.Zuck decides that FB should buy an island and attempt t

gnopgnip Apr 15, 2022 View on HN

Public companies can have voting structures that prevent anyone from just buying it and taking over. Like Alphabet/google, Brin and Page have a majority of voting rights, but only own about 12% of the stock.

asto Oct 28, 2011 View on HN

Their responsibility is towards shareholders with voting rights. As far as I know, the voting rights are skewed in favour of Brin and Page. If you don't have a significant voting right, you are a mute spectator at best and if you don't like what they're doing, all you can do is GTFO.

dghlsakjg Aug 21, 2025 View on HN

Does it matter?Zuckerberg holds 90% of the class B supershares. There isn't much the board can do when the CEO holds most of the shareholder votes.

AlchemistCamp Feb 8, 2023 View on HN

At least in the case of Google and Facebook, the owners have a different class of stock that has enough voting power that they cannot be fired by outside shareholders.

ryani Jul 27, 2019 View on HN

You don't need to have 50% of voting shares to have significant power over a company, if no one organization has 50% of voting shares.If you have 10% of shares and two other organizations have 45% each, and those two organizations have a conflict, you get to choose which of those two organizations has control over the company. Those organizations are both incentivized to make your needs a priority in order to secure your votes. In this situation no single group can choose the destiny o