Photo: Illustration: Ellis Hamburger
Facebook amended its IPO filing to make it very clear that investors are placing a lot of trust in one person: Mark Zuckerberg.A new section up front spells out that Zuck controls the majority of voting shares. Facebook’s status as a “controlled company” means it does not have to have a majority of independent directors on its board.
Facebook’s original IPO filing included this info, but it was hidden in a long “Risk Factors” section.
Now, Facebook seems to be acknowledging that risk up front. Here’s the new section, which appears on page 6:
Mr. Zuckerberg’s Voting Rights and Our Status as a Controlled Company
Mr. Zuckerberg, who after our initial public offering will control more than % [the number is left blank] of the voting power of our outstanding capital stock, will have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of our directors, as well as the overall management and direction of our company. In the event of his death, the shares of our capital stock that Mr. Zuckerberg owns will be transferred to the persons or entities that he designates.
Because Mr. Zuckerberg controls a majority of our outstanding voting power, we are a “controlled company” under the corporate governance rules for publicly-listed companies. Therefore, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function. In light of our status as a controlled company, our board of directors has determined not to have an independent nominating function and to have the full board of directors be directly responsible for nominating members of our board.
There’s also some new wording under the risk factors section about Zuckerberg’s control:
This concentrated control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of our assets that our other stockholders support, or conversely this concentrated control could result in the consummation of such a transaction that our other stockholders do not support. This concentrated control could also discourage a potential investor from acquiring our Class A common stock due to the limited voting power of such stock relative to the Class B common stock and might harm the market price of our Class A common stock.
The amended filing also adds new bankers to the list of underwriters, and reveals that Facebook has permission to take out a $5 billion line of credit, as we reported earlier.