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Facebook shareholders are getting fed up with Zuckerberg but can’t do anything (latimes.com)
272 points by smsm42 on April 17, 2019 | hide | past | favorite | 210 comments



My experience tells me that FB has been better off in the long term having Mark's dictatorship than having to deal with a horde of short term investors that wanted a way to make quickly a return even if it meant burning users down.

See also: "Here’s an unpopular opinion: We’re lucky Mark Zuckerberg is in charge" ( https://medium.com/swlh/mark-zuckerberg-facebook-stock-drop-... )


I think you're right. If we think that Zuckerbergs decisions where bad, in terms of user privacy, just wait until impatient shareholders are in charge.

In many ways I believe that Zuckerberg is the sole reason that Facebook hasn't crashed and burned at this point.


Tend to agree. I'm no fan of either Facebook or Zuckerberg. My attempts to leave it all behind have thus far proven unsuccessful, and the fact that FB owns both WhatsApp and Instagram doesn't help.

Still, I'm almost shocked by how viscerally unsympathetic I feel towards these shareholders. I genuinely believe their stewardship would be worse for both Facebook and its users: they'd mismanage Facebook into the ground and, along the way, would utterly compromise users in increasingly desperate attempts to turn things around.


If they burn facebook to the ground this may be better in the long run both for the users and for society at large.


Not necessarily. If they start making increasingly scummy deals (even more so than what Facebook is currently doing) to sell user data in return for quick profits, then things could get far far worse as Facebook burns to the ground.

Mark Zuckerberg, as bad as he is, is not the worst case scenario.


I think if that happened, something even worse than Facebook would take over. The social media Pandora box as been already opened, it's not going to get better unless there is a sustained and orchestrated effort to rein in social medias and how they deal with personal info.


There are several of those in the form of alternate networks, (Minds.com, Mastodon, etc) which could very well rise to prominence if Facebook were to fall.

The issues with corporate social media are now well understood by large swathes of the public.

The incumbents are still standing due to their powerful network effects - if they lose those, the public may be a bit more discerning in where they head next.


"The issues with corporate social media are now well understood by large swathes of the public."

Are they? Most of the people I know are still all "gimme my feed, gimme my like buttons", and couldn't care less about anything, as long as they get to read about their parent's neighbour's cat's cousin's trip to Whereverville, or see latest pictures of our Nancy's baby boy.


I intended "large swathes" to mean "a significant enough plurality to potentially carry influence" not necessarily "overwhelmingly large majority". Maybe I'm overly optimistic.


I visited a mastodon site, and browsed for a bit with a new account. It didn't seem that different from Twitter. They are going to really need to push the envelope and take whatever advantage possible from its decentralized architecture if there is any hope of gaining mainstream traction.


That is kinda hard to predict. All those efforts by various people to create a decentralized social networks might finally find traction, if FB crashes. At least we can hope. I suppose it could go either way


Problem with decentralized social networks is there’s no money to pay designers and developers and so the software is primitive. The ICO model is the closest anyone’s come to a funding story, and that has its own problems.


Why is there a need for changing software? What are all the FB devs doing all day really except ads tuning.

I want a feed of freinds writing everyday bullshit and that just got worse by time untill I no longer use Facebook. It's like chat apps like MSN Messenger that stayed the same for years with no problems what so ever.


I disagree. That would feel like going back to the year 1999


> That would feel like going back to the year 1999

That would be absolutely glorious.


I enjoyed the first years of the Internet as well, but as fun and exciting the early web, IRC ad Usenet forums were, there was no Google Maps, no Wikipedia, no next-day shipping of almost everything, no Youtube... many things I could live without today as I did at the time, but overall I think they have a decent utility.

What the Internet has lost in terms of mystique and pioneering freedom, it has gained in terms of utility and convenience, IMHO.

The main reason I would like to go back to 1999 would be because I would be 20 years younger :)


> What the Internet has lost in terms of mystique and pioneering freedom, it has gained in terms of utility and convenience, IMHO.

Maybe I've got a bad case of the "back in my day", but I feel more and more that "mystique" is what makes life worth living.

Watching a lot of movies from the 60s-90s recently, it's striking how much more effort we needed to put into everyday life back then.

Want to meet a friend? Call their number, hope they're home and arrange a time. Want to watch a movie? Drive to the video store and hope they've got what you want. Out of food? You're driving to the nearest restaurant, no Uber Eats. Want to find out the median rainfall in Fiji? You're waiting for the library to open and digging through a stacks of musty old books.

Nowadays, everything's instantaneous - you want something, you get it. We've lowered the bar for almost everything.

If consumption and enjoyment no longer require any effort, doesn't that devalue the entire experience? What does that mean for life in general? Don't you think that humility comes from knowing the effort required to know or acquire things?


Hear hear. It's like the programming mindset has been applied to day to day life. Ruthless pursuit of efficiency and automation, maximum and continuous delegation to the system and machine - these things suffuse everything and are even elevated to the status of values. It makes sense with something as error-prone and cognitively challenging as code, especially considering how well suited machines are to handling it. But now these values have been transferred into the business of daily human living and taken to an extreme. How good an idea that is, and what the end results will be, those things aren't obvious to me.


> If consumption and enjoyment no longer require any effort, doesn't that devalue the entire experience? What does that mean for life in general? Don't you think that humility comes from knowing the effort required to know or acquire things?

This is an interesting perspective, surely. But the premise for reducing effort in some areas, as has always been the case with economic growth, is that we can focus that same limited effort on exploring new horizons, standing on the shoulders of giants, living in paradises of dreams past.

Look to the stars, for they will never limit your ambition.


>I enjoyed the first years of the Internet as well.

I think you mean that you enjoyed the first years of the Internet after it became known to the general public in 1993.

The first year of the Internet was 1969.

Added in anticipation of a nitpick: some writers like to reserve the word "Internet" to refer only to the period after the great switchover to Internet Protocol in 1986, but it was the same hosts hosting the same services (e.g., mailing lists, FTP sites, Netnews and Telnet) before and after the switchover.


I agree. Going back in time wouldnt be too bad. I miss the first days of twitter where i would have discussions with other engs on tech, or days where fewer but higher quality content was the norm.

We probably need a better filter. I stopped using fb years ago, same for twitter. No regrets


are you for real? i don’t understand why anyone has trouble leaving. there has been a huge brain drain it isn’t a good place now.


Sure: most social activities are arranged on either Facebook or WhatsApp. I tried going without but it's quite inconvenient.


>> don’t understand why anyone has trouble leaving

I also find it puzzling. Then again, as with cults or other bottom feeding fads and the increasingly ubiquitous, various and sundry addictive mires and dark patterns, to avoid the trouble in leaving, it is best not to enroll in the first place.


Facebook isn't the internet. There is more to it than just one social media service.


What's wrong with that?


Two-thousand zero zero, party over oops, out of time.


Isn't this and your aboves an argument against meaningful equity ownership in general?

Why not take real voting rights away from all stocks, and leave it with the company/effective owner?


Also, it's no secret that Zuckerberg has preferred stock, and anyone deciding to invest in FB goes in with their eyes open knowing that they will have no say in how the company is run.

It is indeed really difficult to sympathise with the shareholders.


Agreed, and if you don't like how the company is being run - sell your stock.

Generally speaking, this idea we have these days that activist shareholders can come in and dictate how a company is run is insane.


It's not insane, and it's not a new idea. That's always been a right you have as a shareholder in a public company.

And you don't vote by selling your stock, you vote via proxy ballots. Which too many individual investors don't do.


Yes, you get a vote which is a simple yes/no on whatever is brought to a vote - but you don't get to say what is voted on.


Second this motion. These shareholders are not family holding shares in a family business. If they’re not voting by selling their stock then can we really say they’re fed up?


> In many ways I believe that Zuckerberg is the sole reason that Facebook hasn't crashed and burned at this point.

Him and Sheryl Sandberg.


I think Sandberg may be part of the problem at FB. I do concede, despite my FB hate, that having Zuck is about 15 thousand times better than having shareholders in charge over there.


Sandberg is a major liability and should be gotten rid of ASAP. Mark has a vision and has made some good choices, prescient moves and (most importantly) great long-term bets but Sandberg looks to me like a career opportunist, completely out of touch with technology.


What are you talking about? If you know anything about the history of Facebook as an entity, you'll recognize her contributions to the business. Facebook wouldn't be the juggernaut it is today without her. She is extremely effective and perhaps one of the best technology executives in recent history.


They would be in much worse shape if they hadn't acquired Instagram at a good price.


Quite possibly, but wasn't it Mark Zuckerberg who thought that acquisition was a good idea?


True but its a bit of a problem when your hegemony keeps getting threatened by the latest flavor of the month social network and quarter after quarter your getting pressured by shareholders to keep increasing advertising revenue.


Buying a company out is much cheaper than it disrupting you .


true but future companies are under no obligation to sell and as facebook's reputation goes down the gutter i would say are even not likely


The future companies that don’t accept buy outs and are successful are obviously the ones who will beat you .


SnapChat?


True but future companies’ decisions to sell will in almost all cases not be based on FB’s reputation - even if it goes down the gutter - than the material terms of the acquisition.

And as for those that don’t get acquired, I think we can all take a quick look at Snap’s market performance and bleeding execs. That’s not to say that FB will not be disrupted - everyone eventually is. Just that it doesn’t seem likely to happen anytime in the near future.


I'm not sure it's clear that the shareholders are the driving force of short term greed or just an excuse for businesses to do so. After all businesses set their guidance and a lot of shareholders would probably prefer medium-long term returns, aside the speculators.


> In many ways I believe that Zuckerberg is the sole reason that Facebook hasn't crashed and burned at this point.

Then again, maybe societies would be better off if Facebook crashed and burned.


Do you also see him as the sole cause of the company's problems?


The companies problems are mostly societal problems...their fates are tied though


That's cool that he gets credit for all the good stuff while blaming society for everything bad that happens.


He doesn’t get credit for all the good stuff and always makes it a point to more-than-generously _attribute_(not share) the credit to the leaders within FB responsible for that stuff.


Or you could say he gets credit for all the bad stuff when society is often to blame, and not much credit for the good stuff. That seems to be the most common response from everyone, including the tech community.

I think businesses whose primary source of income is advertising to their users can't really avoid being unethical. Facebook is just one of the biggest case studies of that model. The business model is rotten from the core, but I don't think it's Zuck's fault. Any other CEO would also have to grapple with that in a way that will inevitably hurt users and help advertisers.

If I were Zuck I would maybe consider trying to start a new tech company with a completely different business model. "They 'trust me'. Dumb fucks." aside, I don't really think he's a bad guy. No worse than Schmidt or Dorsey etc., at least.


Let it crash


To be more specific, I think FB could reach the valuation that it did because Mark Zuckerberg's voting power, not despite it.

He had explicitly talked about the average SV' short term mentality multiple times: "It's still a little short-term focused in a way that bothers me," Zuckerberg says of Silicon Valley. "There's people who want to start a company not knowing what they want to do, or just to flip it." ( https://www.forbes.com/sites/tomiogeron/2011/10/31/mark-zuck... )

When it is time to cash out investors do whatever they can to pump up the valuation of a company even if it ends up creating handicaps for the future. When that happened to FB, Mark Zuckerberg was able to oppose to it.


This is sort of just the wide-spread symptom of the free-market-ish system practiced in America. Everything is being reduced to how to maximize RoI, reduce the cycle to realize that RoI and ensure that RoI will be realized. Going for a profit isn't a bad idea from a company, but focusing a company on achieving a localized maxima of profit misses out on the larger benefits long term planning can yield.


While it may be bad for individual companies, their failure does not prevent somebody else from doing whatever it is they failed to do because of short term thinking.


No, but an excess of business moats and outsized legal departments very often do


If Zuckerberg has a long-term vision that he is driving FB towards, what is it?


He doesn’t. He has always run Facebook as a copy of current trends..

Fb was like Friendster/MySpace then it copied twitter then they bought ig and copied stuff from there. Snapchat.

So just look what the trend is. And currently there is ig and messaging. So you see they’re putting back messaging in the main app bc people have abandoned messenger.


A society with no privacy. Not just at the Facebook, no privacy anywhere at all.


I find Zuckerberg's decisions largely indistinguishable from what I'd expect of an investor demanding short terms gains over long term vision and sustainability.


For sure Mark has made a bunch of decisions looking at the short term gain in his life. But he also did not see or largely underestimated the long term repercussions.

We all make mistakes. The important part is to learn from them and do not repeat them.

Since the beacon, Mark has always been sincerely recognized his mistakes, ask for forgiveness and try to fix those mistakes.

I see maturity and integrity of character in this.

Things that the young Zuckerberg did not have (ex: https://techcrunch.com/2011/06/25/im-ceo-bitch/ and https://i.redd.it/cqyiaxm1j6n01.jpg ).

I find remarkable that was able to quickly grow up and become a better leader.


As far as I can find he's only asked for forgiveness once, in a Yom Kippur message, and not in relation to any specific mistake(s). Not that I find "forgiveness" to be a legitimate ethical standard, since "it's better to ask forgiveness than permission" has been used to do bad stuff on purpose for a long time.



It's amazing that asking forgiveness would have any value at all, words are so cheap as to be free; there's little stopping him from saying whatever suits his agenda in that area


Move fast break things mantra


> Since the beacon, Mark has always been sincerely recognized his mistakes, ask for forgiveness and try to fix those mistakes.

Isn't Facebook's MO that they do basically whatever they want and when called out for shady stuff they issue some sincere apology and try again?


I thought FB was generally making clever decisions up until they released, and subsequently deprecated (much of) the Graph API. Despite the many privacy issues that I didn't really think about beforehand, I thought the idea was genius: Facebook becoming a platform that offers a social layer on top of the internet, rather than just another data silo trying to keep users inside.

Even with all the privacy issues, I think the original idea has merit and could make Facebook more than just what it is now. And while I haven't thought this through properly, I think it's possible to find a way to pull off much of what they promised while respecting the privacy of their users.

Perhaps I'm wrong, and they gave up on the Graph API because they knew what would happen, but I can't help but wonder if the main reason they went the route they did is because of lack of imagination and a desire to 'make money' in a more conventional way (advertising?).


API's tend to be too hard for users to understand the security and privacy ramifications of. I don't think any new service today can really get away with sharing private user data via an open API, even with explicit user consent.


Buying IG and Whatsapp doesn’t seem to be in line with what investors would do, is it? Especially the latter. The treatment of Messenger and Whatsapp as well.


The idea of an Enlightened Despot is great. The reality of a Tyranny is terrible.

Which is Mark Zuckerberg? Probably a bit of both.


Countries work differently than companies. In a country, you could assume that vast majority of citizens think of it as their home and wants to protect its long-term interests (however bad they may be at it).

In case of both VC-funded and publicly traded companies, investors/shareholders mostly don't give a damn about the company or the product, they just want to flip it for more than they put in. That promotes extremely short-term thinking and abusive business practices. A "dictator" who actually cares about the company and the product is better.


Wow, your conterfactual must be _really_ bad of you think things are better under Zuck.

A reminder for those with short memories, a recap of 2018:

https://www.vox.com/technology/2018/12/21/18149099/delete-fa...

Was enough for me to permanently delete my account. So zuck fails my standards.


Also on the homepage right now: https://alistapart.com/article/nothing-fails-like-success/

It's all about how social media companies are forced to pursue profit above all else and this harms society.

Your average public corporation has a fiduciary duty to maximize profit for its shareholders. So arguably, we are lucky that Facebook is not your average public corporation. Zuck has plenty of money, and he's pledged to give almost all of it away, so he is probably motivated by more than just profit. He has been talking the talk about fixing social media, let's see if he walks the walk.


If this is true then why go through the Kabuki theater of having a corporation at all. Zuckerberg is the central decision maker and there is no partial ownership in the company. Public corporations in theory are supposed to be owned by a wide array of investors. The fact is FaceBook skirts every regulation in existence. I'm pro Market in general but I do believe in some regulation. And FB effectively doesn't have any.


There's something much worse than investors who don't have more control over Facebook. It's that I don't own any Facebook stock.

The reason for that is that I didn't buy any. Shouldn't I get some for free? Maybe other people are willing to pay just like maybe other investors are on board with his ownership structure. But that doesn't give me any Facebook stock.

Maybe the government could step in? How can we fix this situation?

Anyone have any ideas?


Couldn't disagree more.

Hope FB crashes and burns ASAP.


I dislike the dual share structures but that's not why these resolutions will fail.


What would they have done worse?


The reality is the opposite. In the long-term, you are screwed with this voting structure. This structure exists because right here and now, Zuckerberg looks like a good choice. Over the long-term, bad things happen. Human nature is what it is, and the company will be unable to respond (just based on what he has already done, he looks like a below-average manager).

Also, most institutions aren't particularly short-term in their outlook (if you are an institution buying a stock that has a valuation like FB...you have to be taking the very long view). Where the short-term "meme" comes from is analysts (whose bark significantly outweighs their bite) and the pressure that failing companies get to preserve shareholder value (and the real-world evidence here is that managers win close to 100% of the time and take shareholder's money down with them).

In my experience, I have seen countless companies decimated by unaccountable managers (no super-voting shares to my recollection, just weak oversight). I am not aware of any public company harmed by short-term thinking. The only possible exceptions are private equity (but for different reasons, still terrible) and acquisitions...but in the latter case, this happens for a ton of other reasons too. In most cases, there is no pressure.

Tbh, I don't even understand the logic...you can invest heavily, and that isn't showing up on your income statement immediately. It is true that most investors don't understand the difference between ROI and marginal ROI (these situations probably represent a good chunk of my lifetime returns) but companies feel limited in what they can disclose (and I have had conversations with non-US companies to that effect) and, in the end, the market always works it out.


Well, they can sell the stock. If you don't believe in the CEO and can't fire him, you get out. Sounds like same shareholders are trying to stage a coup, good luck with that.


If you have a 401K or other retirement vehicle, you very likely own FB shares as part of your S&P500 exposure. There really isn't an "S&P499" that includes everything but FB

EDIT: assumably the downvotes are from people who are unaware of the situation. https://us.spindices.com/indices/equity/sp-500 FB is the 4th largest exposure.

Also, in contrast to what some commenters believe, you cannot short FB from your retirement fund. https://www.irs.gov/publications/p590b is the relevant part from the IRS rules


Regarding S&P499: as soon as you exclude one company, you're probably going to want to exclude a whole lot more.

Read down the list, and it's "this company set back technology and grew by consistently backstabbing partners and customers alike... this company set back the country by taking billions of dollars and then didn't build the infrastructure the fees were for... these companies grew by secretly mass-spying on everyone in ways that were already illegal in other modalities... this company killed all those people through arguably criminal negligence, and walked away..."

(I'm a big proponent of passive index investing, and I don't mean to discourage it. Bogle-style US total-market or S&P 500, balanced with Barclay's US bond index. All the better that it's passive, so you're reminded less of how sausage is made, while you try to make sure you won't retire as a homeless street person.)


For that reason I'd want a really simple rule, such as "allows unprivileged shareholders real voting control." Except the S&P 500 has actually been enforcing that rule since 2017. Google and Facebook are grandfathered in, though.

https://www.dividend.com/news/2017/11/03/companies-multiple-...


Also, in contrast to what some commenters believe, you cannot short FB from your retirement fund.

One most certainly can, as most recently I sold calls from my Fidelity rollover IRA. Now can I literally short stocks from my IRA? I just tried it, and I'm not given the option (whereas I am on another account). Maybe that's a feature I don't have turned on, or maybe I can't literally do that from an IRA. But if I can trade options contracts, I could effectively do the same as shorting.


You are not permitted to use retirement funds for any margin trading, including short-selling. That is why you cannot short from your account:

https://www.irs.gov/publications/p590b

> Generally, a prohibited transaction is any improper use of your traditional IRA account or annuity by you, your beneficiary, or any disqualified person.

> The following are some examples of prohibited transactions with a traditional IRA.

> - Using it as security for a loan.

If your IRA let you sell calls, you likely own the underlying equity.

Surprising how many people aren't familiar with the rules and just downvote


You are not permitted to use retirement funds for any margin trading, including short-selling.

Ah, of course, borrowing the shares and all. Hadn't given it a lot of thought, frankly; short trading stays away from the IRA.

If your IRA let you sell calls, you likely own the underlying equity.

For sure, trying to get rid of the underlying stock that I didn't want anymore. I'd be shocked if one were allowed to use their IRA to trade, say, naked puts. But without looking to see if I've done it, I'll assume one can buy puts (with a trade for the underlying stock) because I buy calls all the time using the IRA.


You don’t need to own the underlying, you just need to define your risk by, for example, buying a far out of the money call. You would need to have funds to cover the buying power tied up but many options plays like this would be done over a short period so it can be viable.


If you own an index fund does the fund actually vote?

I wouldn't want my passive investment vehicle to be actively influencing the companies I am investing in.


Oh they do. Interesting.

https://about.vanguard.com/investment-stewardship/how-our-fu...

Not clear to me how they decided how to vote.


They have a department responsible for this, among other things.

https://about.vanguard.com/investment-stewardship/perspectiv...


I only opened up the "500 Index Fund" PDF but it was interesting to note that they voted against almost every proposal that was brought by shareholders


Yes, and they voted against the proposals mentioned in the article, except for equal share class voting rights.


They probably vote in the best interests of other people. They possibly even sell the votes... (Is that illegal?)


Yes, it is.


Of course it is, if it can. This is a consequence of putting an investment vehicle in charge of what it's investing in. The only alternative is having the investment vehicle potentially own a company and not get to control it, I suppose because it's an investment vehicle and not capable of directing a company appropriately.

Which makes sense to ME, but you can be sure your investment vehicle is actively directing everything you're investing in, towards whatever benefits the short-term value of whatever you think you're helping.

Possibly excepting certain arrogant companies like I dunno, Amazon, Uber: stuff that is essentially ungovernable, especially when you can't get controlling interest of the thing.


I vote every time my fund manager allows me to.


Someone has to vote as those shares are owned by someone.

Since you are not actively investing in FB or any individual company, you can’t vote (since you passively invested in an index). Seems fair to me.


For most of us who have exposure to the company through our S&P500 exposure in retirement accounts, there's no real alternative that gives broad market exposure but doesn't have FB.


They do, and it's arguably a big problem, since they aren't trained to make good managerial or investment decisions--just following a formula. And while no accusations have been laid directly, the economic consequences of the votes they have far outweigh their exposure to those decisions, so they're susceptible to corruption.


Huh. That sounds bad. That sounds like power collecting where it shouldn't for the wrong reasons. Bad enough that maybe it needs a legal or regulatory solution.


Why? How is Vanguard, an investment management firm which employees thousands of trained professionals, not qualified to cast votes on corporate governance? And in what sense is it "power collecting"?

Yes, this is an issue that is largely debated, and there are some very interesting conflicts of interest - just curious why you specifically think it's so bad.


My issue with it is that index funds don't compete on the quality of their contribution to governance. Many index funds are kind of fungible with similar low costs and performance relatively to the index they are supposed to track.

So how much money (and by extension votes) these index funds wield is not connected to the quality of their contribution to governance. It also seems to me like there isn't much accountability and visibility into how they are voting from the perspective of people deciding which index fund to invest in.

So you have people collecting massive amounts of clout, but no feedback loop ensuring that they lose that clout if they underperform at that particular task.

Also one of the talking points of passive investing is that the trained professionals aren't as qualified or smart as they think they are. Active management risk is something to be avoided. As some of these funds grow in size they wield significant power and introduce active management risk. You just don't see it because the fund still tracks the index.

I know that last bit is splitting hairs. Some active management always occurs otherwise how can companies function.

One question is why should a passive fund be treated differently from an active fund in terms of how they contribute to governance? One difference is some of these index funds are absolutely massive and wield more power then a typical active fund.


Yeah, definitely good points. Even with a department looking after voting, they're not nearly as "vested" in the results of their voting as something like an actively managed long value fund is.


They also have large conflicts of interest -- they don't just own a big chunk of a company, they own a big chunk of its competitors too.


Index funds are agents of their certificate owners, so no principal-agent problem. Seems fine to me.


It's not principal agent problem, it's a competition problem. Maybe Sprint can't buy T-Mobile, but if Vanguard owns both it amounts to the same thing.



True, there isn't an S&P499. But:

1) There are mutual funds that do stick to "value" stocks i.e. low P/E ratios, which would exclude companies like FB.

2) If you really want to, you could take a short position that cancels the exposure to FB in an S&P index fund. (I don't know how legal that is in a retirement fund, but I know you can buy ETFs that have short positions in them, so it should be legal in principle.)

3) People hold actively managed funds in their 401ks (though I don't advise it myself), and those funds may decide against such stocks as FB.

Fair point that large-cap index funds will have notable exposure though.


The retirement vehicles are interesting. The bank managing my pension won't investing my pension in weapons manufacturing, because that would be immoral. Let's ignore the fact that if I show up with a million dollars they would certainly help me buy Raytheon stock, but what if I don't want my pension invested in Facebook. I can't tell them no, they decide what's moral and what isn't.


you can short the stock to reduce your exposure outside of your retirement fund


This right here. This is exactly why hedging options exist. If shorting isn't available, then you can make due with options short-call + long-put is roughly equivalent to a short stock.

In any case, the point of a S&P500 fund is to get exposure to ALL companies, roughly in order of their size. Facebook is a big company, so any fund should have a chunk of it.


I would note that some ESG ETFs in which I hold shares (i.e. where the portfolio make-up and allocations are informed, to some degree, by Environmental, Social, and Governance characteristics of the eligible corporations - basically a somewhat more ethical version of an S&P500 index fund) exclude Facebook while retaining stakes in Google and other major tech companies. (Can't recall with confidence but I think it's a BlackRock iShares fund)


Sure, but the entire point of owning the S&P500 (and indexes like this in general) is to acknowledge that you may be wrong about an individual company, so you protect yourself with exposure to many.


You also have no say in how any of those companies are run, so none of those people are the ones being talked about here.


Then don't buy the S&P 500. There are myriad investment options in this world.


Investors can still voice their displeasure, and sometimes it works (see: Uber)


The whole point of owning stock is being able to vote on who runs the company.


Not this stock. It's split into two classes, one of which grants vastly more voting power than the other. Zuckerberg still personally controls a majority of the votes.


"Stock" is just a way to split up ownership of a company, letting the owners vote on management.

Without this feature something isn't really a stock, at least not in spirit. It's more like the shittiest of trash-tier junk bonds.


A bond has a fixed return if held to maturity. Equity has unlimited upside and has no maturity. Stock is the residual claim on a company's assets after all other claims are settled. Equity isn't a junk bond, with or without voting rights.


Non-voting shares as an asset class are very much like junk bonds in that they give you no control of a company, and they are worse than junk bonds in that they are even lower than junior unsecured junk when it comes to recovery.

"Fixed return" isn't really relevant from a practical standpoint because shares and junk debt both have volatile prices, and price is what actually matters when it comes to securities like this.


> "Fixed return" isn't really relevant from a practical standpoint because shares and junk debt both have volatile prices...

It's absolutely relevant. Sometimes junior debt trades a little bit like equity but the point is that bonds mature whereas equity exists for the lifetime of a company.

>... price is what actually matters when it comes to securities like this.

Absolute return is what matters, not price. The return of a bond - junk or otherwise - is known on day one of a bond issuance in the absence of default. That makes fixed income a fundamentally different asset class to equity.

Even a junior perpetual junk bond is different to equity. The junk bond's coupons would be fixed, whereas dividends vary according to company profits.


What percentage of junk bonds are bought at issuance and held to maturity by investors? 0.5%? Maybe?

For literally everyone else, it is, in fact, price that matters.


> For literally everyone else, it is, in fact, price that matters.

I made the distinction between price and total return above because an asset's price can remain more or less constant while still being a profitable investment: for example a utility company with a high dividend yield.

Let me try another tack. Would you rather own non-voting equity or junior debt in a company that is about to strike a deal that will make them wildly profitable?


"junk stock"


And yet people keep buying FB stock, and IPOs with this same dual-class scheme (and no intent to ever pay dividends) still get hyped up. It's because the people buying them aren't long-term value investors, they're gamblers. They just hope to find another sucker to buy the stock at a higher price than they paid.


Maybe true, but they knew it going in. It’s not like it was a secret that he has the majority of the votes.


Yeah but it doesn't expire and the underlying asset can increase in value. And the interest rate can fluctuate. Not really comparable to a junk bond


That's not the _whole_ point. You also can have financial benefits.


I'd argue that's the main benefit. At least that's what I gleaned from the Financial Markets course taught my Robert Shiller. You own stock so you can get paid dividends. That's what provides its inherent value which underpins a lot of how the stock market works (at least at a theoretical level).


Roughly 40% of global stocks don't even pay dividends [0], so that's pretty clearly not the only reason to own stocks.

[0] https://money.usnews.com/money/blogs/the-smarter-mutual-fund... (from 2014, but the number likely hasn't changed substantially)


A stock only has value (theoretically) because it offers cash flow to owners. that cash flow is created by eg distributions (dividends) or as a result of an acquisition. If a stock will never create cash flow for the owner it theoretically has no value.


In theory, the price of a stock reflects the market's expectation of future dividends. In practice, the market expects lots of things that aren't true.


I've come around to the idea that stocks have an intrinsic value as collateral/store of value.

I saw that with a family that owned a condemned property. They couldn't rent it but they sure could borrow against the land price (ever rising) minus the cost of demo'ing the old building.

I also think stocks tend to keep up with/beat inflation and thus are better than cash as a store of value.


Bingo.

So long as asset value inflates, it's good for cash via loans. The moreso if asset inflation > nominal interest rates.


The expectation doesn't have to be a certainty for this to make sense.

If there is an 0.01% chance of paying $10,000 dividend, or 100% chance of paying $1 dividend, the expected payout is the same.


I don't have any data handy, but intuitively I would argue the majority of people owning stock never do anything to control the management of the company, neither they want to. They want the part of the revenue stream that is produced either by dividends or by stock appreciation, that's it. Of course, there are activist investors, but saying all of them are such sounds wrong.


Almost. From what I've observed, the main reason to own stock is to flip it to the next sucker for more than you bought it for. I don't often see people caring about dividends directly. I guess that's a job for index funds?


If they are fed up, they can just sell the shares and move on. Honestly, what is newsworthy about shareholders being upset with a CEO? There are shareholders upset with every publicly traded company.

Considering the stock is up nearly 60% in the last 4 months, it seems like most shareholders aren't upset at all since the stock is being bid up by investors regardless of the "survey/poll" by one of the proxy sponsors.

The author ends with "Of course, they knew that when they bought their shares, so what do they really have to complain about?"

Exactly. Shareholders, especially funds like Trillium Asset Management, knew of the share and voting structure of FB. It's pretty much shareholders share in the profits while Zuckerburg controls the company. So why write an entire article ( much of it blatantly anti-zuckerburg and anti-facebook ) about it? What an odd article. It, like most facebook related articles recently, comes off as biased hit pieces with no substance.


> Zuckerberg owns or controls 88.1% of Facebook’s Class B shares, which each have 10 votes at the annual meeting — 3.98 billion votes overall. There are only 2.4 billion Class A shares, which are the only shares ordinary investors can buy. So any proposal Zuckerberg doesn’t like will fail by nearly a 2-1 margin, assuming all Class A investors vote together, which never happens. (Zuckerberg owns 0.5% of the Class A shares.)

when did this powerful structure come into existence in the history of Facebook and who was responsible for it? was its origin with Peter Thiel's initial investment and was it his idea to make it so the founder would preserve their power?


My impression is, they need to make so many pieces per day, and each piece needs to be a certain length, so they make that many pieces whether they really have anything to say or not.


Have commented before that something as politically powerful as Facebook's graph will be the focus of machinations. Zuckerberg is certainly not the most evil person who could run that company, but it means he's got to be sure he can fend off every more evil person who thinks s/he can.

If we can imagine hypothetical circumstances under which he could be forced out, or lose control of the graph it would be a good bet to watch for events that might set that in motion.

Right now, they're using leaks to discredit him and to isolate him from mainstream political support.

The most plausible play is one where they leverage antitrust to "break up" the company, leaving him in control of the advertising business and his shares intact, while getting the graph into hands who can be more "politically accountable," that is, more connected, who can then use the graph for direct political ends. Democrats are making noises about it already, and oddly, he may have more allies among neocon Republican types who would prefer to deal with an internet dictator or king than a slippery progressive committee.

Conspiracy? Hardly. It's just incentives.


For those commenting that shareholders should sell, it's possible that shareholders believe there's upside with Zuckerberg at the helm AND even more upside without him. So, selling doesn't make sense.


Not only did they buy the shares but they bought the shares knowing the degree of control Zuckerberg had.

Zuckerberg has clearly kept control of Facebook with the idea that he had a "mission". While various folks might justifiably doubt Zuckerberg's integrity, it seems reasonable that an entity like Facebook should be run with some commitment to longer term integrity and principles. Whatever process exists clearly should be insulated from day-to-day share prices and the multiple stock voting types achieves that.

Oppositely, activist shareholder coups generally aim to extract as much money as possible as quickly as possible from a given company. It seems unlikely this approach would involve more privacy protection, less manipulation, etc. Just the opposite.

The problem of a private entity becoming the host of a lot of essentially public discourse certainly remains. The thing is that I personally trust the powerful enemies Facebook has found (mainstream media, various elected officials, etc) even less than Facebook, which speaks a bit to problems this society is having.


Why would they be getting this frustrated with him if they saw upside with him at the helm?


If the CEO is tripping over a dollar to pick up a penny he's still picking up a penny but investors have a right to be irked that he's not picking up the dollar.


There are options strategies that will pay off if the stock price _doesn’t_ rise enough.


All the article is saying is that Zuck owns most of the votes therefore the other stock holders can't vote against him.

It just seems like the only one getting fed up with Zuckerberg is the media. They can take any ordinary sounding news and turn it into a vilification of Zuck or facebook. It's so blatantly obvious, I'm loosing respect for a lot of these so called "professional" media outlets ~ it would seem the quality and objectivity of their articles are going downhill, at least with regards to the tech industry.

I'm sure if Zuckerberg sold most of his shares, relinquishing control of FB votes, the media would find a way to twist that into bad news as well.


You can't say it's just the media when the whole point of the article was to expound upon the 4 shareholder-driven ballots about being fed up with the management structure.


As a Facebook shareholder, i could not be happier. plot the performance of Facebook vs. the S&P 500 since the IPO. Facebook s a money-printing machine thanks to mobile ads, which includes Instagram. There will always be shareholders who dissent. Has Facebook made mistakes, yeah, not but enough to make me sell.


Question, aside from reduced confidence in future value of future value and side from better opportunities elsewhere — what would make you sell a company that is making good money?


Not op, but I'd sell if I think there's no upside anymore.


In 15 years Zuckerberg has manufactured half a trillion dollars out of thin air. Canning him would be like firing Tom Brady: not necessarily stupid but not a decision you would want to make hastily.


It wasn't like he alone created that half a trillion in value. Facebook employs thousands of people. He was at the right place at the right time.


Yes, but if not for him, those thousands of people would be creating that value for people other than Facebook stockholders.


A lot of these stockholders are institutional investors or people investing through them in index funds, mutual funds, ETFs and such, so for them it probably wouldn't matter - if another company had taken place of Facebook, they'd invest in that instead, with the same result.


They knew what they signed up for when they bought the stock. No sympathy for them whatsoever.


This is the only reasonable outlook on the situation, sadly. People knew who and what Zuckerberg was when FB went public. Investors hoping to ride the hype and then dump him when convenient are the true “dumb fucks.”


I feel as though this piece is a bit alarmist, but I'm curious if we are approaching the first big test of these ownership structures of public companies where the founder(s) maintain majority power.

Up until now, Facebook has consistantly provided excellent returns for investors, and this has also allowed other companies, like Snap, to have similar shareholder voting rights. Investors have yet to penalize a company at their IPO or overall stock price for this practice, but I wonder if we may see a change in that attitude if Mark Zuckerberg and Facebook's other shareholders start to have significant public disagreements.


Sell the stock.

Buying a stock with such an awful capital structure is like betting on someone else's poker hand. It's great if you think they're a great poker player, but when they begin to do foolish things, you have no say. And then to complain about the situation you created is ludicrous.


> Facebook shareholders are getting fed up with Zuckerberg but can’t do anything

They can sell.

Probably wouldn't drop the share price that much, given that Zuckerberg owns almost all of the "real" shares, and if a dramatic number of shares were sold, they'd probably find their way to Facebook.

But they wouldn't have to be fed up shareholders.

He's never going to change.


Here is a related article that is highly interesting: https://corpgov.law.harvard.edu/2018/04/15/are-dual-class-co...

It reviews the evidence related to dual-stock companies. Facebook is such as company since there are class A and class B shares (which have 10 times the vote power).

Here is a follow-up article that is worthy of attention as well: https://corpgov.law.harvard.edu/2019/04/17/whats-the-problem...


I'm no fan of zuckerburg but as far as generating money for FB, he's the man for the job.


Sure they can, they can dump their shares of facebook. If enough of them do it, the share price will fall. Nothing motivates big shot CEOs to attempt change than the price of their stock tanking.


Why would you think so? They already raised money with their stock. And mark, or anyone with enough capital, would rather be in full control than have to report/listen to shareholders.

Apple is buying back stock

Elon is playing some game around taking Tesla private again

And mark, well he does have to, because he’s in control


mark is not trying to take facebook off the market, so I'd be willing to bet that he and other corporate officers are going to react to share price. the vast majority (I've seen estimates of ~98%) of his wealth is still tied directly to facebook stock.


Dual share class IPOs always seem fine when a company is in its hot growth mode and the founders have a halo. They very rarely end well. Shareholder democracy works. A CEO who is able to convincingly explain their long term vision to markets and has earned credibility has nothing to fear from the short term hordes.


> Shareholder democracy works.

As long as the unsupported assertion is confidently stated in a short, declarative sentence, that's good enough for me.


> Shareholder democracy works

Examples needed.


>They very rarely end well.

Can you provide some examples of failures?


Snapchat


But Snapchat’s initial decision to be a “camera” company. Along with their redesign likely would’ve been done anyway. Regardless of voting structure. After both of those you can say things would’ve changed. But not before. And i don’t see how you can say Snap would be in better shape now with the ousting of the founders and their control since the redesign. What would have been done differently?


Isn't this easy? Just sell your stock.


They can do something. sell.


FB shareholders are bloody pleased with how the stock rebounded after last year. I am, not only 60+percent over, but I also have a crapload of tax credits.


"Facebook shareholders ... can’t do anything" - that's not true. They can sell FB stock.


All of those missteps in the article seem extremely unlikely to have been avoided regardless of governance.


The problem isn’t that Zuckerberg isn’t up to the challenge of running Facebook. It’s that no-one is.


They can do something sell the shares they own. They bought them knowing he will have control.


Yeah, poor shareholders can't kick founder from his OWN freaking company am I right?


They knew what they were getting into when they started investing.


So am I missing something here? If they think Zuckerberg is so damaging to the company why don't they sell their stocks and invest in a company they feel good about?


Because waaaaaaaah. Why should I not be able to have my cake and eat it too, regardless of who else is left holding the bag and/or other negative consequences that may result?

I'm no fan of Facebook (in fact I am the opposite), but damn.


Bullshit. Shareholders can sell their shares. Enough of that and institutional abandonment ought to do the trick.


We should bail zuckerberg out and open source the data. Every country chip in a couple billion and its done.


"open source the data"

What data? User's data? Algorithms? There's little value in FB's algorithms, the value is simply in its usage by users, content creators and advertisers.

Without those, FB is worthless.


They can sell their shares.


They can always sell


They can sell...?


They can sell.


They could sell their stock.


They can become former Facebook shareholders. Nothing says they can't sell that stock if they don't like the compulsory leadership regime they originally signed on to.


This article is so one sided. Either you have votes or don’t have votes.


For those commenting that shareholders should sell, FB is in the S&P 500. In standard 401K and other accounts, there is no way to own an S&P499 product that has no exposure to FB. Many of us are indirect shareholders and don't really have a compelling alternative


Most people don't manage their retirement funds for good reason, but if you wanted to...

The S&P500 has roughly 11 sectors to it. Each one with its own ETF options. Each one of those sectors is also broken down by industry.

So in Facebook's case, you could get an ETF for the 10 sectors besides "Communication Services". Communication Services has less than 30 stocks. You could get an ETF for specific industries within Communication Services or just pick some of those stocks you like the most to add to your portfolio. Facebook's industry has only 4 other stocks I believe - Google (2), Twitter & TripAdvisor.

Of course the main downside to managing your own portfolio is re-balancing it.

But this is something I've considered from time to time when I feel very bearish on a certain company or industry that I feel my automated portfolio is overweight on.

https://en.wikipedia.org/wiki/List_of_S%26P_500_companies


So, what control do you have over the other 499 stocks?


What is really needed there then is an index that excludes companies which don't have relatively open governance structures.


You could short FB.


You cannot short any stock from most retirement funds

EDIT: for those downvoting, please point to a retirement vehicle that does support shorting


I didn't downvote but the closest I know you could do to this is buy an inverse ETF that is heavy in Facebook. I don't think there are any inverse ETFs that would even have more than 10% Facebook.


True, but you can short the stock from elsewhere in your portfolio (i.e., just a standard nonretirement account), and it's economically equivalent (modulo some stuff with taxes).


Complaining multiple times about being downvoted tends to add to more downvotes.


The idea of giving supervotes to founders is always going to come back and haunt investors. Uber is stuck with Travis. Facebook is stuck with Zuck.

Selling the stock is meaningless, since the crux of the problem is that the problematic individuals control the majority of the votes, while holding a minority of the shares. Look at FB. Zuck personally has 3.98 billion votes. All the other shares only have 2.4 billion votes. So everyone sells, drives down the price of the stock, and then what? Control doesn't transfer. Literally nothing changed. Hell, it might even get worse, if Zuck decides to purchase Class A shares himself.


...but Uber isn’t stuck with Travis?


> So everyone sells, drives down the price of the stock, and then what?

Then those people aren't shareholders in a company whose management they find unacceptable. Problem solved, from a certain point of view.


It's in Zuck's personal interests to maintain a high share price, because his lifestyle is predicated on borrowing money against the current worth of his shares.


Zuckerberg is worth 66 billion dollars.

Do you really think his lifestyle is going to change if he was suddenly worth a mere 660 million? (That’s a 99% reduction.) I don’t think you really have a grasp on just how obscenely wealthy this man is, and how little it actually effects him.


That depends tremenously on how his wealth is tied up, what is liquid, and how collateralised it is.

And wealth, as Mr Hobbes says, is power.


All of that is moot. It’s writing off 99%. I can see no situation where he couldn’t protect 1% of his wealth, or even just 0.1%.

And anyway this is missing the point. Even if Facebook got delisted. He still controls Facebook. The cost of the shares means literally nothing.




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