Zuckerberg has iron grip on Facebook

Feb 02, 2012 by Charlotte Raab
Facebook co-founder Mark Zuckerberg, pictured in 2011, will retain an iron grip over the social network even after it becomes a public company.

Facebook co-founder Mark Zuckerberg will retain an iron grip over the social network even after it becomes a public company.

Facebook's filing for an reveals that Zuckerberg, who launched the social network from his Harvard dormitory room when he was just 19, owns 28.2 percent of the shares in the .

At a valuation of $100 billion for Facebook, Zuckerberg's stock would be worth $28 billion.

More importantly, the 27-year-old Zuckerberg, Facebook's chairman and , controls 57 percent of the voting shares after other shareholders granted their voting rights to him by "irrevocable proxy."

"Because Mr. Zuckerberg controls a majority of our outstanding voting power, we are a 'controlled company' under the corporate governance rules for publicly-listed companies," the Facebook filing said.

"Mr. Zuckerberg will be able to effectively control all matters submitted to our stockholders for a vote, as well as the overall management and direction of our company," Facebook said.

Specifically, Zuckerberg decides on "the election of directors and any merger, consolidation, or sale of all or substantially all of our ," Facebook said.

Facebook is not required to have a majority of independent directors on its board, the company said, and Zuckerberg will even decide its fate if he dies.

"In the event that Mr. Zuckerberg controls our company at the time of his death, control may be transferred to a person or entity that he designates as his successor," Facebook said.

"Mr. Zuckerberg is entitled to vote his shares, and shares over which he has voting control as a result of voting agreements, in his own interests, which may not always be in the interests of our stockholders generally," it said.

Lou Kerner, social media analyst at secondshares.com, said potential shareholders need not be worried.

"Investors only want to have a say when things go wrong," Kerner said.

"The pace of innovation that's happening at Facebook is really unparalleled," Kerner said. "And that’s because it's being driven by a 27-year-old who's never known any other speed.

"The smartest executives want to maintain control," he continued. "They surround themselves with brilliant people but they don't put themselves at risk by giving up voting control."

In 2008, Zuckerberg lured away a top executive from Google, Sheryl Sandberg, and named her Facebook's chief operating officer.

But Zuckerberg remains "firmly in charge," said Forrester Research analyst Josh Bernoff.

"I think it’s pretty clear that Zuckerberg determines what the future is," Bernoff said. "He has delegated power but he has not ceded power to other people.

"It's pretty clear where decisions come from," he said. "Sheryl Sandberg's job is to execute the strategies that he comes up with."

Zuckerberg is also surrounded by allies on the seven-member Facebook board, including three he named himself: Netscape founder Marc Andreessen, Netflix chief executive Reed Hastings and Washington Post chairman and chief executive Donald Graham.

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User comments : 12

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Jill_Kennedy
5 / 5 (1) Feb 02, 2012
I think a real wildcard in Facebook's growth story and valuation is the growing number of users that really hate Facebook and want to leave it forever.

Google: Facebook and the Disappearing Valuation
bugmenot23
1 / 5 (1) Feb 03, 2012
Facebook is worth maybe 1/3 what it's selling for. By the end of 1 year after it's IPO it will stabilize around about 30 billion rather than the outrageous 100 billion they're talking about. Just look at the price to earning ratio, far higher than the likes of google and apple. This can't last long.
gmurphy
not rated yet Feb 03, 2012
@jill, you wrote that article yourself?, not exactly subtle are you? :)
CapitalismPrevails
1 / 5 (5) Feb 03, 2012
We should form a social network to unionize and boycott Facebook.
antialias_physorg
not rated yet Feb 03, 2012
the growing number of users that really hate Facebook and want to leave it forever.

It's easy. Did that a while back. Facebook is just a huge timesink with no return whatsoever. The 'social' part mostly is related to people you will never meet, anyhow. And the people who do form your social core group are the ones you should be spending face time with - not facebook time.
ryggesogn2
1.6 / 5 (7) Feb 03, 2012
How amusing.
Will the '99%'rs' be protesting such a capitalist pig tyrant?
Sinister1811
1 / 5 (5) Feb 03, 2012
That's not the only thing he has an iron grip on.
Vendicar_Decarian
5 / 5 (1) Feb 05, 2012
What is this "facebook" tripe, and why would anyone care?
Vendicar_Decarian
not rated yet Feb 05, 2012
Has Zuckerman written even a single line of code?

Does he even have the capacity?

"Will the '99%'rs' be protesting such a capitalist pig tyrant?" - RyggTard
Vendicar_Decarian
3 / 5 (2) Feb 05, 2012
"We should form a social network to unionize and boycott Facebook." - Capitalism Fails

Why? Facebook has no relevance and is not even worthy of the time expended on such an effort.

Facebook is a wonderful example of how Capitalism often rewards ignorance, sloth, and inefficiency.
_nigmatic10
2.3 / 5 (3) Feb 06, 2012
This one time , in band camp, i created a social network to meet girls and made billions, but still didn't get lucky.
antialias_physorg
not rated yet Feb 06, 2012
Has Zuckerman written even a single line of code?

I dunno, but Zuckerberg certainly did.

Whether any of that code is still in the current codebase is debatable.