[rtkwe]

Are super shares like Zuckerberg's and Musk a new thing? Genuinely curious if they're a recent invention or something that's quietly happened for a while because it seems like a large inversion of the deal of going public, lose some control of the company in exchange for a large amount of cash but these nonvoting/supervoting share splits seem to completely upend what I understood to be part of the deal for access to the stock market.

[anamax]

The New York Times Company operates under a dual-class stock structure where the Ochs-Sulzberger family holds roughly 95% of Class B shares. This family control allows them to elect 70% of the company's Board of Directors.

Copied from google's response to "new york times governance"

Google's AI also says that the NYT has had that structure since 1957.

Ford has something similar from the 1930s. (Dodge did too until it was bought.) Raylon (synthetic textiles) did it in the 1920s and the company behind Jack Daniels did it right after Prohibition.

Google says that the NYSE banned dual-class between 1926 and 1986; I don't know how to reconcile that with Ford.

[rtkwe]

A news org I see a valid reason for keeping two classes of stock I guess. It feels slimy elsewhere without that some editorial independence justification.

[georgeecollins]

Ford has them. What it has meant for Ford-- and will probably mean for Facebook-- is that Zuck's heirs will control the company, for better or for worse.

The common justification for this is that for a media company (NYT) you want a person or family to take responsibility for the editorial content, not a pure profit seeker. Facebook has it both ways and typically denies it has editorial control.

IMO, the flaw of markets is that they are short sighted. Sometimes this allows states to outmaneuver them with a longer view. Current exhibit A: China. Historically state intervention has been worse in the long run. But who knows. If we went into a depression a lot of people may think state intervention is a better system, as many admired the USSR during the Great Depression.

[orionsbelt]

Zuckerberg’s high vote shares convert to regular shares after he leaves or dies. His heirs will not continue to have super votes.

[shimman]

Don't worry, he will try to change the law before he passes this mortal coil. This is a person that has open disdain for the law and thinks he should be emperor of humanity.

[sroussey]

You mean bylaw not law. No law says anything about super voting shares not surviving death.

[kmeisthax]

The USSR's main problem was not that it was socialist or communist, but that it was Russian. Russia is run by people who are adept at coopting revolutionary movements into a corrupt, authoritarian core. When left-wing libertarians say "true Socialism has never been tried", this is (along with China) what they are referring to.

The theoretical arguments against socialism (or, more specifically, centrally planned state production) given by Hayek is that pricing is information and markets are computers on that information, ergo changing the information gives you a bad result. This certainly applied to the kinds of production the Soviet Union loved to engage in, but there's no particular reason why it can't apply to capitalist enterprise as well. I mean, Facebook's headcount or market cap alone is larger than some actual nation-states' population or GDP.

Just like how the USSR was nominally socialist but practically engaged in exactly the same state-controlled mode of production as feudalism, today's corporate entities are nominally capitalist but practically feudalist. The medieval historians in the room would probably balk at me using the word "feudalist" to describe either, so to be clear, what I mean is "an economic system in which the majority of profit goes to landowners / platform owners / the state / etc". In this economic mode, companies can warp markets to their whims in exactly the same way Congress can.

Except, Congress is democratically controlled. Joint-stock corporations are inherently oligarchial in structure: control of the company is assigned based on how many shares you can afford to buy, so the company answers to the amount of money that has capitalized it, and not any other concern[0]. The "innovation" in Facebook's IPO was to go from internal oligarchy to internal autocracy - to install Mark Zuckerberg as God-Emperor of Facebook and largely depose the shareholder class that normally runs publicly-traded entities.

You'd think markets would have priced in this risk, but Facebook IPO'd at the peak of its hype and was able to get away with this. The funny thing about Hayek's distributed market computer is that it does not actually reach perfectly efficient price computation. If it did, you could crack RSA keys by placing a sufficient number of suitably complex options trades. Markets can put a bounty on fixing incorrect pricing information, but they can also just refuse to accept corrected pricing. Everyone rushing into Facebook stock counteracted the few people concerned about the ridiculously autocratic governance structure. And now that it's obvious that such a thing was a problem, it's too late to challenge it, because now Facebook has platform holder money. Zuckerberg can bribe the shareholders to not care about their lack of control.

The history of state intervention is very fraught, but there's one subset of interventions that has a better track record than most: those intended to stymie autocrats of trade. The state cannot correctly set prices better than a market can, but it absolutely can prevent other state-like entities from doing the same thing. Likewise, it would behoove the world's competition law and securities regulators to investigate and regulate the use of dual-class shares to retain control over companies you do not own.

Unfortunately, the current administration is unlikely to do anything about this.

Actually, to make matters worse, Texas is deliberately trying to pour gasoline on the problem by disenfranchising minority shareholders. I believe this was done specifically to give Elon Musk even more control over SpaceX, because Delaware made the mistake of actually entertaining a shareholder lawsuit over Musk's pay packet. If Facebook was an autocracy that bribed its shareholders into compliance, then SpaceX is an autocracy that says, "Fuck you, pay me". If there's one thing that gives me hope, it's that the markets are rightfully rejecting this obvious attempt at offloading Musk's toxic junk onto retail. But this is mainly because Elon failed to generate suitable hype to get the market to buy into his trash, not because markets are actually good at pricing in this specific kind of risk.

[0] In fact, this is part of why you see companies go to great lengths to fight unions, even when negotiating with a union would be cheaper. The shareholder class considers democratic control (one worker, one vote) to be an existential threat.

[rightbyte]

I would not put empaphis on some sort of ethnological mythos to why the USSR was like it was. It is a weak argument.

> Zuckerberg can bribe the shareholders to not care about their lack of control.

Monarchies had to please the aristocracy, etc.

I would say that "democracy" happens on party level not voter level. Party members are way more into the details than even the most engaged voters. You need to be at the meetings to know who is pushing what. It is all in subtle things. Most people I speak to have the most naive view on how parties work internally. Like it is a person. Goomba fallacy..

And party members more understand power hierarchy. All the drama is about that internally. Commité of whatever doing whatever having a say in whatever and delegate count of whatever county level org. to distict congress org. etc.

I think a big problem is that far too few people are engaged in politics nowadays. Active party members are aware of power structures and how they work.

[kmeisthax]

In American politics at least, there is a phenomenon of political issues that happen to have high popular support but also high political opposition. I call these "antipartisan" issues; and one interesting feature of these antipartisan issues is that they tend to get politically disengaged people to actually show up and lobby their representatives like nothing else.

Think things like right-to-repair, or data centers. A lot of people want right-to-repair, but a lot of politicians think IP law is untouchable and don't want to burn political capital on a battle they know they will lose when they can just sop up donor money to strike down or water down R2R bills. Same with data centers: they're unpopular with the electorate but politicians will do the scummiest tricks in the book to try and get a data center built. Eventually these kinds of issues do get some political wins, but they're swimming uphill both ways.

The problem isn't that democracy does not happen anymore, it's that our democratically elected representatives are unwilling to yield to democracy when the people wish to overrule them. The point of representative democracy is that the representative is supposed to do things in my best interest even if I don't particularly understand all the nuts and bolts. But a lot of representatives just think they got elected king and that my voice doesn't matter the moment I exit the polling place. This is, in effect, a deliberate attempt to disengage voters.

There's an old political cartoon from the post-Brexit era that goes something like, "These smug pilots have lost touch with regular passengers like us. Who thinks I should fly the plane"? The obvious joke being that no, randos are not qualified to fly the plane. But at the same time, the people who bought tickets are the ones who ultimately deciding where to fly. If the pilot said, "I know you bought a ticket for Miami, but I don't like Florida weather, so we're flying to Houston", you'd be right to be pissed off. The fact that you don't know how to fly the plane is not a moral vindication of the pilot's decision to override your travel decisions. Or, in this case, the fact that party leaders can out-organize their members does not mean they should overrule them.

As for the USSR, I had written a whole explainer on the French Revolution and how it neatly mirrored the Russian one before I realized it was distracting from my main point. It's easier to say "Russia is good at resisting change and coopting economic systems".

But if you want a stronger argument: The general pattern is that revolutions that intend to depose the ruling class of a country run the risk of turning on themselves. The infighting proceeds to burn through and kill all the true believers, leaving a hollow shell of people who played the power game well enough to survive. Thermidor[0] comes, and a coalition of surviving old guard and revolutionaries enjoy the spoils of a system whose dead wood just got killed off. And Russia did this twice: first, the Bolsheviks turned Communism into a dictatorship; second, the oligarchs turned "liberal" capitalism into an aristocracy. Inferring anything about the properties of the underlying economic system from how it was coopted by Russia is useless.

[0] The French Revolutionary Calendar month that covers late July through early August. Since nobody uses that calendar anymore, "Thermidor" generally means "the moment when the revolution is coopted".

[rightbyte]

> our democratically elected representatives are unwilling to yield to democracy when the people wish to overrule them.

Yeah this is a big problem. Essentially I feel there is to few "the child in Emporors new clothes" that can call out obvious BS.

I.e. somewhat emotional members that don't know the unspoken rules.

> But if you want a stronger argument: The general pattern is that revolutions that intend to depose the ruling class of a country run the risk of turning on themselves.

Sure. You could generalize to violent brutes should not run things if you want a nice society and they are let loose in bloody revolutions.

[rhplus]

Some media companies had them before the 1980s. New York Times issued dual class in 1969 so that the owning family maintained editorial control.

Berkshire Hathaway is possibly the most famous from the 80s/90s. The class A shares are significantly more expensive and proportionately even more powerful than the class B shares. The lower price version was important back when physical exchanges didn’t support fractional shares as they do today.

[wbl]

Berkshires share classes are different in that A is exactly ten B shares and anyone can convert A to B and hold them. The dual share classes that are bad separate control from ownership.

[rtkwe]

The BRK A and B are slightly different in that A is worth 1500 B but B only has 1/10000 of a vote so it IS a somewhat lopsided value vs voting share but not as bad as the 0 vote SPCX shares that just got dumped on the market.

[rhplus]

Your ratios are way off. Price ratio is 1:1500 for A to B, while voting power ration is 1:10000. Each A share is 6.67x more powerful than 1500 x B shares.

[saalweachter]

They were a thing in the previous 20's and the exchanges banned them in like the 40's (you could still have a dual-class corporate structure, you just wouldn't be listed on eg the NYSE), because investors thought that was some bullshit to have someone control a company while owning only a tiny slice of it.

That rule was dropped sometime in the 80s.

[nolta]

https://en.wikipedia.org/wiki/Ivar_Kreuger#B-shares

[lapcat]

> Kreuger's financial empire has been described by one biographer as a Ponzi scheme... Another biographer called Kreuger a "genius and swindler", and John Kenneth Galbraith wrote that he was the "Leonardo of larcenists".

[skybrian]

No. Google has them too.

[Arainach]

That's absolutely still "recent" when discussing corporate governance.

[rtkwe]

Google is also pretty new in the terms I was talking about only slightly older than Facebook. I mean going back to the 80s/90s or earlier, pre current FAANG at least.