WHAT YOU NEED TO KNOW
- Mark Zuckerberg controls 61% of Meta’s voting power despite owning only 14% of its total shares.
- Meta spent something like $80 billion pursuing Zuckerberg’s metaverse vision while ordinary shareholders lacked the power to remove him.
- Congress could ban dual class shares or tax dividends, capital gains, and corporate control according to voting rights.
- California’s Proposition 40 could hypothetically leave Zuckerberg owing $57 billion if he lived in the state.
Meta spent something like $80 billion pursuing Mark Zuckerberg’s metaverse vision, producing a virtual world that looked worse than the 2006 video game Second Life. Yet ordinary shareholders had no meaningful way to stop the spending spree or remove the man directing it.
That is because Meta’s dual class share structure gives Zuckerberg overwhelming control. He owns just 14% of the company’s total shares but commands 61% of its voting power because his shares carry ten times the voting strength of ordinary ones.
Even if a single investor purchased every other Meta share, that investor still could not outvote Zuckerberg. The arrangement effectively leaves a publicly traded corporation under the permanent control of one founder, regardless of how much money he burns on a questionable vision.
Meta is hardly alone in embracing this corporate dictatorship dressed up as public ownership. Snap, DoorDash, and Alphabet also have dual class structures, while Elon Musk controls 85% of the voting power at SpaceX.
Anthropic and OpenAI plan to go public, creating the prospect that their founders could seek similar control. Such structures let founders tap enormous pools of public investment while insulating themselves from the most basic consequence of going public, accountability to shareholders.
A public listing places a company in a trusted and theoretically regulated market available to investors around the world. For Meta, that has brought investment from tens of millions of index fund investors and retirement savers, while its stock has increased almost twentyfold since its initial public offering.
Traditionally, going public meant surrendering at least some authority. A founder could become the first chief executive, but shareholders retained the power to replace that person after reckless spending, poor management, or failure to adapt to changing markets.
That accountability has played a central role in public markets, encouraging companies to operate honestly and professionally so investors can trust that their money will be handled responsibly. Dual class structures make a mockery of that bargain by stripping many shares of meaningful control.
For many ordinary investors, the remaining benefits are potential price appreciation and dividends. Meta did not begin issuing dividends until 2024, leaving shareholders for years with assets connected to the company but little practical ownership power over its direction.
Modern shareholders often tolerate this setup because many are speculating rather than trying to influence management. The cult of the supposedly irreplaceable technology founder also persuades investors that companies cannot thrive without the singular genius of figures such as Steve Jobs or Musk.
That mystique turns corporate governance into fandom. Investors hand over money, accept a founder’s personal dictatorship, and may ignore whether a 100 to 1 price to earnings ratio makes economic sense, all while Wall Street absorbs the lesson that founder worship can keep prices climbing.
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Banning dual class shares would puncture some of that mythology by making founders vulnerable to removal after catastrophically foolish decisions. It would also reveal Silicon Valley’s centibillionaires as businessmen who can be correct about some things and disastrously wrong about others.
Congress could prohibit dual class shares through legislation, while the SEC or IRS arguably may already possess regulatory authority to ban them. Such shares currently cannot be created in existing companies and must instead be embedded in the corporate structure from the beginning.
Congress could also tax corporate control itself. Dividend and capital gains taxes could rise in proportion to voting rights, or the government could directly tax dual class shares, ensuring that founders pay for the extraordinary control they insist on keeping.
California’s Proposition 40, a billionaire wealth tax on the ballot this fall, seemingly applies to voting control. If Zuckerberg lived in California, the measure could charge him not $12.5 billion, representing 5% of his $250 billion market wealth, but $57 billion, representing 5% of 61% of Meta’s entire market capitalization.
A national policy would prevent billionaires from escaping that approach merely by moving to another state. It would not fix every failure of shareholder capitalism, including hostile takeovers, private equity looting, or the broader regulatory weaknesses that allow profitable companies to be bled dry.
Still, curbing dual class power would remove one mechanism that protects Silicon Valley oligarchs from consequences. A broader overhaul of the financial system remains necessary, but taking the founder class down a few pegs would make that fight considerably easier.
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