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How Facebook's Stock Split Lets Mark Zuckerberg Keep Control

Investors may not have any voting rights with their new Class C shares, but they're sure to make a lot of money.

How Facebook's Stock Split Lets Mark Zuckerberg Keep Control
[Photo: courtesy of Facebook]

On top of touting its amazing quarterly results yesterday, Facebook announced a clever three-for-one share split that prevents the dilution of its increasingly popular shares and allows founder and CEO Mark Zuckerberg to maintain control of the company into the future.

The split will result in a new class ("Class C") of Facebook shares without any of the voting rights that normally go along with share ownership. By creating the new class of shares, the company is fending off dilution, an economic phenomenon that results from offering more shares to the market. If more shares are released, the voting power of current shareholders could be lessened, which means current major shareholders, like Mark Zuckerberg, could theoretically lose control of the company. To get around dilution, companies, including Google, in recent years have been offering lower classes of shares during splits. Though each share of all classes of stock will hold the same dollar value, each class of shares does not have the same voting rights.

If the share split measure is approved by Facebook’s shareholders—and it likely will be, since Zuckerberg is the majority shareholder and even non-majority shareholders are more than happy with Zuck keeping control since the company is thriving under his leadership—there will be three classes of Facebook shares come this summer:

  • Class A: This is what the average investor owns today. Each share confers one voting right.
  • Class B: This is what Zuckerberg and other company insiders hold the most of. Each share confers 10 voting rights.
  • Class C: this is the proposed new class of shares. It has the same dollar value of both Class A and Class B shares, but doesn’t confer any voting rights to the holders.

As Bloomberg notes, currently Facebook has about 2.29 billion Class A shares and 551 million Class B shares. If the split is approved all Class A and B shareholders will receive an additional two Class C shares for every one Class A or B share they own. The three-for one split will reduce the price of all shares by two-thirds but their total combined value will remain the same after the split. Once the split is initiated, there will be 5.7 billion new Facebook shares on the market, yet those will confer no voting rights save their proportional influence on proxy proposals.

As Bloomberg notes, Zuckerberg can "use the new shares for things like acquisitions and compensation without fear of reducing his influence." In a blog post, the CEO added that the stock split will make it easier for him and his wife to give away 99% of his shares: "I’ll be able to keep founder control of Facebook so we can continue to build for the long term, and Priscilla and I will be able to give our money to fund important work sooner," Zuckerberg said.

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