Facebook Board Rejects Proposals To Curb Zuckerberg's Power (bloomberg.com) 46
Facebook rejected two proposals intended to diminish Chief Executive Officer Mark Zuckerberg's control over the company, an expected though disappointing outcome for those worried about the CEO's power. From a report: The board Wednesday turned down a proposal to replace Zuckerberg as chairman with an independent representative. Zuckerberg, who has served as chairman since 2012, controls about 58% of the voting shares, according to a regulatory filing. During Facebook's annual meeting, the board also rejected a proposal to eliminate the special class of super-voting shares that gives Zuckerberg a controlling stake in the company. Under the plan, investors would have been awarded one vote per share. The Zuckerberg-controlled board has rejected similar motions in years past. While not surprising, the votes are likely to frustrate shareholders who argue Zuckerberg has too much power at a time Facebook needs more independent oversight to address its regulatory threats, privacy scandals and public controversies.
It's his company, leave him alone (Score:2)
All his power comes from the users and advertizers
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He is the majority stakeholder, that makes it his...
If you can find any legal violations, by all means... release the hounds
Re:It's his company, leave him alone (Score:4, Insightful)
He is the majority stakeholder, that makes it his...
As chairperson, he has a fiduciary duty to all the shareholders, not just himself.
But TFA provides no evidence that he is using his position to benefit himself at the expense of other shareholders.
Zuck has made many judgment calls that hindsight has shown to be smart in terms of maximizing profit. TFA is mostly whining that he doesn't focus on the author's social agenda instead. He has done a better job than most at standing up against demands for corporate self-censorship and "truth panels".
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I agree. It really is notable that he's been able to bring outside money in while still keeping control of a majority of voting shares; it almost never happens that way. If you can manage it though, and you don't act prejudicially toward minority shareholders, those shareholders don't have any basis for complaining; they got what they paid for, which is a minority stake.
I do think there is a legitimate political concern whether one individual should have so much power, but that is an question for Facebook'
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Why would you have sympathy for them? Zuckerberg has made the shareholders a shit-ton of money. The stock price has tripled in the past 5 years and gone up ten-fold since 2013.
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Why would you have sympathy for them? Zuckerberg has made the shareholders a shit-ton of money. The stock price has tripled in the past 5 years and gone up ten-fold since 2013.
When you have a co-pilot with the power to lock Captain Board out of the cockpit, it's not the awesome ride to 35,000 feet of profit that should concern the passengers.
It's the fact that you have to hope that co-pilot doesn't do anything stupid, and crash the plane.
Because there's not a damn thing to stop him.
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Everybody who bought Facebook stock knew that Zuckerberg had unchallengeable control of the company, and that their own stock purchases would not have any effect on that control. They bought in under those conditions.
Millions of people own Facebook stock. I'm willing to bet that less than 1% of them, are aware of the specific details of Zuckerbergs rather unique control over this company, as compared to a lot of other public companies they have invested in. In other words, there's a few million people sitting in your "everybody" assumption bucket. (You may want to sit down for this; most people, don't actually read EULAs either.)
No attention is being drawn to this because Facebook stock is doing well. But most inve
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No attention is being drawn to this because Facebook stock is doing well. But most investors don't have a damn clue that Zuckerberg is the co-pilot who has the power to lock Captain Board out of the cockpit, and drive the Facebook plane from 35,000 feet right into the damn ground if he wants to, with nothing stopping him.
Actually I don't believe that's true - he still has a fiduciary duty to all the shareholders as the Chairman of the Board of a publicly traded company to work in it's best interest. Intentionally tanking it would violate that duty and could see him held liable.
Not that he'd go killing his golden goose and personal fiefdom of course.
Zuckerberg votes to keep Zuckerberg as chairman (Score:1)
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And if those minority shareholders think he's not fulfilling that duty they can sue and a court will decide whether they've got a legit complaint or are blowing smoke.
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He has a fiduciary duty to minority shareholders, he would want their input on things he isn't great at, and his board (should) help him navigate those waters and bounce ideas off of at the management level.
(Minority Shareholder Johnson) "Hey, I'm a minority shareholder. Here's something you're not great at Zuck; learn to build proper shareholder rules based on the ethics preached by your own HR, and re-justify the existence of your Board."
(The other few million Minority Shareholders) "Wait, he has unchecked power over the whole damn thing still? That's insane. Yeah, I agree with what Johnson said!"
(The Board) "Well, they do kind of have a point..."
(Lord Zuckgon's Fiduciary Duty) "I'll take that under ad
Power (Score:5, Insightful)
He started the company, is CEO, and owns most of the shares. It's net income was $30 billion in 2020. If you think he has too much power, don't invest in the company.
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If you think he has too much power, don't invest in the company.
I do think he has too much power, partially because of all that revenue.
But it's the users who give him that power.
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He started the company, is CEO, and owns most of the shares. It's net income was $30 billion in 2020. If you think he has too much power, don't invest in the company.
Zuckerberg owns 29.3% of Class A shares of Facebook.
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Re:Power (Score:5, Insightful)
Any company with these "special" shares for the owners I do not invest in.
You should. They tend to do better than the market index. The owners have the knowledge to make better decisions than investment bankers.
You are there only for the ride.
When you get on a bus, you are there only for the ride. But that doesn't mean every passenger should have a steering wheel.
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Re: Power (Score:2)
ROFL
Re:Power (Score:5, Informative)
He has a unique sweetheart deal on his shares that give them more power than anyone else. Even if his ownership drops below 50%, he still maintains control over selecting the board. This is beyond the usual "Class A/B/C" tier structure that other publicly traded companies have. The Facebook IPO was explicitly setup to ensure that Zuckerberg retains full control of the board and regular shareholders get zero say. He even successfully revoked the shares of other people who had the same class as he, so he is the only one with that special power. It would be in the interest of regular shareholders to sue Facebook.
And in fact, some have:
https://www.courthousenews.com... [courthousenews.com]
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The Facebook IPO was explicitly setup to ensure that Zuckerberg retains full control of the board and regular shareholders get zero say. He even successfully revoked the shares of other people who had the same class as he, so he is the only one with that special power.
Not sure why any Board would have been stupid enough to allow that to happen.
Since he is now the "only one", what the hell happens to Control for one of the most manipulative corporations on the planet if something happens to that single point of failure?
Does his wife take over or something? Does the Board even know what happens next? (Yeah, I'm being serious, he's manipulated this much.)
Re: Power (Score:2)
The board isn't stupid. But he appoints the board because he has outsized shareholder voting control that far exceeds his actual ownership percentage. Thus, the board always votes exactly how he wants; if they don't, they are out of a job.
If he dies I'm sure his shares go into a complicated series of trusts with some kind of sell off strategy. The executor of the estate would get to vote on behalf of the estate, but I'm sure the will specified voting instructions. His wife and sister already have a sizable
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The board isn't stupid. But he appoints the board because he has outsized shareholder voting control that far exceeds his actual ownership percentage. Thus, the board always votes exactly how he wants; if they don't, they are out of a job.
Ethics of any kind, is simply non-existent at this level? This inherent design makes the board pointless and worthless, along with every check and balance within.
If he dies I'm sure his shares go into a complicated series of trusts with some kind of sell off strategy. The executor of the estate would get to vote on behalf of the estate, but I'm sure the will specified voting instructions. His wife and sister already have a sizable amount of their own shares. His will could turn over his shares to his heirs, or just lock them away in a blind trust.
I was more addressing who obtains control. Obviously he wants to maintain it today, so just curious who that gets handed to. I don't have any reason to assume this designed control would suddenly stop with his death.
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> Ethics of any kind, is simply non-existent at this level?
Their job isn't ethics. Their job is to make money. They are sycophants to his whim and the share structure is designed to maintain that.
> so just curious who that gets handed to.
There's certainly a continuity plan in place, but I don't think it's required to be public knowledge. As I suggested, it most likely goes into a trust and the trust can vote as him while going through a selloff of his shares. I used to work for a company where the ang
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He started the company, is CEO, and owns most of the shares. It's net income was $30 billion in 2020. If you think he has too much power, don't invest in the company.
Let me know how much in taxes they paid on that $30 billion. Then we taxpayers can decide if they have "too much power".
Should be about as obvious as the day Zuck realized he was dealing with a bunch of "dumb fucks".
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Let me know how much in taxes they paid on that $30 billion. Then we taxpayers can decide if they have "too much power".
Should be about as obvious as the day Zuck realized he was dealing with a bunch of "dumb fucks".
Sounds like a threat, intimidation, blackmail or a combination of all 3.
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You taxpayers have your say every two years and you have expressed that you don't give a shit.
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You taxpayers have your say every two years and you have expressed that you don't give a shit.
With gerrymandering and other forms of blatantly corrupt manipulation being a pox on the entire system; prove that our "say", can still effect real change.
I don't think it does. At all. The two-party system has been reduced to a marketing tool. A Swamp, doesn't have isles or sides.
And I said we taxpayers would simply decide. Didn't say we could do fuck all about it. Facebook can't even effect change at Facebook.
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What two party system?
Despite the US having a fairly reasonable democratic system, the vast majority of Americans insist on voting exclusively for candidates approved by one of two private corporations. Many might deny that it's even possible to vote for someone else, despite generally full slates of alternatives and the ability for almost anyone to run (minus a few funky exceptions), and the rest will vehemently attack anyone who votes for an unapproved candidate for "splitting the vote" or some such. Most
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Let me know how much in taxes they paid on that $30 billion.
I bet they paid every cent they are legally obliged to pay. If you think they should pay more, that's up to your congress-critter.
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Let me know how much in taxes they paid on that $30 billion.
I bet they paid every cent they are legally obliged to pay.
Why? Because an esteemed member of the Donor Class is going to actually be audited and held accountable, by the IRS? That's hilarious.
If you think they should pay more, that's up to your congress-critter.
I appreciate the accurate title being used here, for an actual Representative of The People would have realized long ago that most everyone in their constituency wants them to pay more, mainly due to tax loopholes being abused to death and trillions sitting in offshore tax havens.
An actual Representative, would have voted appropriately to end that abuse by now.
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Umm who gives a shit (Score:1)
Really, Good grief what has /. come to?
Zuck owns majority of stock votes (Score:4, Insightful)
South Park (Score:2)