An Investor Wants Facebook Inc (FB) To Change Its Share Structure

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An Investor Wants Facebook Inc (FB) To Change Its Share Structure
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A Facebook Inc (NASDAQ:FB) investor is accusing the company of showing blatant disregard to its shareholders and is advocating a one share, one vote structure. Northstar Asset Management is trying to persuade other shareholders to vote for a proposal that would lead to class B Facebook stock holders giving up their rights to 10 votes per share, reports the Financial Times.

Multi-class capital structures are not good?

With such a proposal, the asset manager is trying to create a single class of shares at a time when Facebook Inc (NASDAQ:FB) is introducing a third class so as to ensure that founder and chief executive Mark Zuckerberg maintains control as long as he leads the company. In a letter, the president and chief executive of Northstar Asset Management, Julie Goodridge, wrote that if the social networking giant does not adopt a system of equal voting rights for investors, it could make “serious mis-steps.”

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“The current share structure affords the shareholders who have provided the majority of capital since the company went public absolutely no consequential manner of communicating dissent with any decision Mr Zuckerberg chooses to make,” Goodridge wrote.

Such a proposal comes ahead of Facebook Inc (NASDAQ:FB)’s annual meeting this month. In the proposal, Goodridge cited studies that say companies with multi-class capital structures underperform, the Financial Times reports. In April, the social networking company proposed a new class of shares, Class C, to allow Zuckerberg to keep long-term control while he pursues charitable giving.

Facebook (FB) disregarding shareholders

In the past two years, Zuckerberg’s voting control has fallen to 60% from 67%. Late last year, he announced plans to give away 99% of his Facebook stock during his lifetime to causes such as environment, health and education, among others. He also pledged to sell only up to $1 billion of his Facebook Inc (NASDAQ:FB) stock per year for the next three years.

Facebook Inc (NASDAQ:FB) will also get currency because of the class C stock, which it can use to make acquisitions or to allot to employees without diluting Zuckerberg’s control of the company. Goodridge wrote that this new class of stock illustrates the disregard the company has for its shareholders.

“Non-insider shareholders already suffer with only one-tenth the voting power of insiders,” she said. “Facebook’s new non-voting share of stock will completely eliminate any semblance of opportunity for meaningful engagement with the company.”

As of now, there has been no comment from Facebook Inc (NASDAQ:FB) about the letter.

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