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