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Facebook Shareholders Approve Creation of Class C Shares

As expected, Facebook Inc . FB founder and CEO Mark Zuckerberg will continue to hold his sway over the company as shareholders approved the creation of Class C shares at yesterday's shareholder meet.

Zuckerberg also added that he plans to be at Facebook "for a very long time". This was widely cheered by investors. Facebook's phenomenal growth in back-to-back quarters and Zuckerberg's enviable 10 year sci-fi roadmap for the company's metamorphosis into something much bigger than just a social media platform keep investors impressed with his leadership. Shares of Facebook have grown 34% in the past one year. It's also to be noted that Zuckerberg holds 60% of Facebook's voting power.

However, as per media reports, Zuckerberg, in a bid to get approval for the Class C shares, has had to yield to some of the demands by investors. They had demanded that all of his Class B shares be converted to Class A in the event of his demise or resignation. This will allow Facebook to choose a new CEO on merit basis. Currently, even if Zuckerberg ceases to be Facebook's chief, he will still carry maximum voting rights.

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During its first quarter 2016 results, Facebook had proposed shareholders the creation of publicly listed but non-voting new Class C shares, which will solidify Zuckerberg's position in the company. Facebook, at present, has a double class structure.

The Class C shares will have the same other economic rights as Class A and Class B shares. Notably, Class B shares have 10 times the voting rights of Class A shares. Class B shares aren't traded and are held mostly by Facebook executives.

The idea behind the creation of this new class of shares is to allow Zuckerberg to have control over the company while continuing his charitable work. In December, Zuckerberg had said that he and his wife plan to give 99% of their Facebook shares , valued at $45 billion then, over their entire lifetime, to the Chan Zuckerberg Initiative LLC, a limited liability company for betterment of the society.

Facebook will issue the non-voting class C shares through a stock dividend to the existing shareholders of the company's Class A and Class B shares, which will effectively be same as a three-for-one stock split.

Shareholders also approved the re-election of all board members including tech tycoon Peter Thiel, who has been courting lot of controversy since it surfaced that he secretly funded wrestler Hulk Hogan's privacy incursion lawsuit against Gawker Media. Gawker had earlier targeted Thiel and funding the lawsuit was apparently Thiel's revenge against the media company to dent it financially. Hogan won the $140 million lawsuit. The re-election of Thiel was almost certain as board member Sheryl Sandberg had earlier said that Thiel has funded the lawsuit in his personal capacity and not as a member of Facebook's board.

Wall Street is divided over the creation of Class C shares. While some approve of Zuckerberg's leadership given Facebook's blockbuster performance, others disapprove given their penchant for "one share one vote approach". An analyst with Fortune even went on to compare Facebook's governance as favoring "benevolent dictators".

At present, Facebook sports a Zacks Rank #1 (Strong Buy). Other stocks worth considering include NetEase, Inc. NTES , Globant S.A. GLOB and CommVault Systems, Inc. CVLT . All carry the same rank as Facebook.

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The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.


The views and opinions expressed herein are the views and opinions of the author and do not necessarily reflect those of Nasdaq, Inc.

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