Wednesday, April 27, 2016

Class C shares at Google and Facebook

Even though FB and GOOG are extremely valuable companies that are well run, their stock is worthless to outsiders due to centralized ownership of the companies.  The issuance of Class C stock is the most tangible diversion of social (corporate) resources for private (concentrated insider owners) benefit, and corruption of regulatory structure that permits such publicly listed stock scams to exist.

Classes A B and C stock
At companies such as FB and GOOG, class A, B, and C differ in each having 1, 10, and 0 votes per share respectively.  Class B shareholders are the real owners of the company.  At FB and GOOG, the founders have over 50% the voting rights, but even when class B shares are distributed more widely (still among insiders) there is an alignment of interests that include paying as much as possible to class B shareholders (stock compensation, and whatever other favour trading that is possible to get loyal voting).  Class A shares are the ones that trade on the stock market.

If there are 100M class B shares, then you/they may issue up to 1B class A shares while still maintaing 50% control by the class B holders.  They can issue all of those class A shares to themselves, and then sell them, and create free money for themselves with no loss of control.

As awesome (for them) as that is, 1B of class A shares is still a finite number of free money printing opportunity.  Class C shares with 0 votes, is the infinite free money printing opportunity.

The only right that a minority stockholder has is IF the majority approves a takeover or dividend declaration, then you have the right to an equal share of the proceeds.  But for dual/triple class share structures, why would the insiders ever accept an offer that pays the muppets as much as them, incstead of keeping control over their golden goose?  And issuing more class C shares is always a more attractive option to them then reducing the piggy bank they control by paying out dividends.

Wanna buy 49% of my house?
I get to decide who lives here (me), and when and for how much to sell it.  When I sell it, you will get 49% of the proceeds.  Its a bad deal for you, but you are welcome to contact me if you want.  With class A and B shares, I get to sell 89% of my house with the same control power.  And with class C shares I get infinite dilution opportunities.

The Google Class C offering
was interrupted by a lawsuit which was settled (details next paragraph).  As I understand it, only class A shareholders were given a class C share as dividend which implies there was no direct profit by class B insiders from the class C split (I am not 100% clear that this is the case.  I am going by the media whitewash of the scam).  Another measure that is a relatively strong shareholder protection is a provision that forces conversion of class B shares (to A) when new class C shares are issued.  These provisions are reasonable limits to to full greed infinite money printing, but still entrench the intangible control benefits of Class C flexibility.

The lawsuit settlement  likely involved undisclosed benefits to the plaintiffs, as the concessions made only prevent the C shares from becomming worthless quickly.  For 1 year after issued, there was a "price cushion" guarantee on their value relative to A shares.  For 3 years, there is a mandatory internal review of new Class C issuances that mostly needs to meet Delawares, more corrupt than Panama, standards for non-egregious dilution.  Class C shares achieve complete intrinsic worthlessness.  The plaintiffs can deny receiving undisclosed benefits on the basis that they ahve a long enough window to liquidate Class C shares.

The Google Class C offering is a modest scheme to extract a couple of $billion or so for its founders without loss of control.  Google C shares currently trade at a 2% discount to A shares.

The Facebook Class C offering
is much more nakedly greedy (page 57).  Giving 2 class C shares for every class A AND B share means that it allows Zuckerberg an opportunity to liquidate about $8.5B without diluting any of his 54% control stake in FB.  (assuming $320B~ current market cap, and that class C shares trade close to A value, and that Zuckerberg has 5.4% of shares).  The proposal explicitly intends to use C shares as printing dilution permitting acquisitions.

Mr. Zuckerberg has ample further opportunities by chanelling his shares through "shell corporations", mainly through borrowing money against their collateral value.

The philanthropic justification
I believe Mr. Zuckerberg has a sincere interest in helping the world, and also believe that the world, in aggregate, would be a better place if we permit him to pull of this stock scam.  The arrangement lets him spend say $150B+ on improving the world instead of a mere $20B to $50B.  Internet basic (free internet limited to wikipedia and facebook in developing world) is a better option that improves the lives of people with no other choice than no facebook/wikipedia, but there are obovious commercial side benefits to such philanthropy.

The pharmaceutical industry is the most blatant justifier of extortion on the philanthropic grounds that the extortion will fund research into life saving (extortion) processes.  It is not a legitimate justification for extortion.  First, their pile of money will be invested based on the profit/extortion potential of research results.  Second, profitably, socially sanctioned, extortion models are fairly easy to finance with other people's money.  The extortion only buys the freedom from having to share the proceeds from future extortion by forming partnerships for those ventures.

So, even if I consider Mr. Zuckerberg a sincere philanthropist, its not a justification for stealing from shareholders.  There is also a distinct possibility of not achieving commendable or worthwhile philanthropy despite portrayed intentions.

The case for class C shares
Just as we trade for green coloured paper on faith that tomorrow it will be worth the same as today, class A and C shares have pyramid scheme value even if they have little or no intrinsic value.  There is a muppet who will still buy the share tomorrow.  The same argument should have made what Bernie Maddoff did just as regulatory approved as these stock scams (which are in fact illegal in most countries).  Those who got in early enough with Maddoff made money, and the total money made = total lost.  So what if the promises traded are intrinsically worthless?

30 to 60 years from now, the shares will convert (succession clauses) into a real share with dividend potential.  In my opinion though, its too long to wait and tech, even more so than other, companies do not have sufficiently good longevity track records.

Bad precedent for society
Google's class C offering was the first bad precedent.  FB's severe escallation should not be excused on philanthropic grounds, because that is a precedent that will allow other companies to duplicate it on any grounds.  The SEC and public stock exchanges should not be allowing dual share structures at all, but congress and regulatory intervention should be used to stop this Facebook plan.

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