Sometimes it’s tough being the fifth-richest person in the world. At least, that’s how it’s been for Mark Zuckerberg, who planned to issue Class C, non-voting shares of Facebook, but has cancelled those plans in the face of a shareholder class action lawsuit–and his own burgeoning wealth.
It all started when Zuckerberg and his wife Priscilla Chan signed the Giving Pledge. Created by Bill and Melinda Gates and Warren Buffett, the pledge calls on the world’s richest people to give away 99 percent of their wealth during their lifetimes, and it’s been signed by a wide range of billionaires (with the notable exception of Jeff Bezos). In keeping with their pledge, the Facebook founder and his wife created the Chan Zuckerberg Initiative, whose goals are to improve education and better treat all diseases. That takes money–lots of it, and for Zuckerberg, the only way to get that money was to sell several billion dollars worth of his Facebook shares.
He’s happy to do that except for one thing. Zuckerberg currently controls 60 percent of the company’s shares which allows him absolute control over the running of Facebook. In its five years as a public company, there have been many times when other shareholders might have questioned or blocked moves–such as acquisitions of Instagram and WhatsApp–that proved over time to be very smart decisions. So it’s no surprise that Zuckerberg is reluctant to cede even partial control to Facebook’s investors.
In other words, he wanted to sell of billions of dollars of shares without giving up any of his control of Facebook. And he found a way to do just that. Last April, the company announced it was issuing Class C shares that would carry all the economic benefits of its Class A and B shares, but no voting rights. The vast majority of Facebook shareholders were reportedly against this plan, but it didn’t matter. Because he owned 60 percent of the company’s shares, Zuckerberg could override everyone else.
Not so fast.
Some of Facebook’s other shareholders reacted to the plan in the way Americans typically do when we’re displeased–they sued. They filed a class action lawsuit almost as soon as the plan was announced, and Zuckerberg was scheduled to testify in that lawsuit on Tuesday, September 26. Rather than take the stand, he announced via a status update that the company was withdrawing its plans to issue the Class C shares. Though he doesn’t mention the lawsuit, he does say this:
“The idea was that it would allow me to keep voting control of Facebook so we can continue to build for the long term, but also allow Priscilla and me to fund the work we’re doing through the Chan Zuckerberg Initiative.
“At the time, I felt that this reclassification was the best way to do both of these things. In fact, I thought it was the only way. But I also knew it was going to be complicated and it wasn’t a perfect solution.”
Things have changed since then, he notes.
“Over the past year and a half, Facebook’s business has performed well and the value of our stock has grown to the point that I can fully fund our philanthropy and retain voting control of Facebook for 20 years or more.”
Indeed, Facebook’s share price has risen by 50 percent since he first announced creation of the Class C shares, and his decision not to issue them might well drive it higher still. With now more than $70 billion in assets, that’s easily enough for Zuckerberg and Chan to fund their initiatives without ceding control of Facebook. A lawyer for the shareholders toldBusiness Insider that Zuckerberg’s announcement represented a total victory for his clients. “Stopping the issuance of the non-voting C shares is all the relief we were asking for at trial,” he said.
So everyone is happy, at least for now and presumably for the next 20 years. But what happens after that, or maybe sooner if Facebook shares unexpectedly drop in value? The Giving Pledge requires Chan and Zuckerberg to give away 99 percent of their wealth while they are still alive, and they can’t do that without eventually giving up their complete control of Facebook–or someday reviving the plan to issue non-voting shares.