Facebook's IPO: Different From The Norm?

by Michael in

I've held the belief for some time now that one of the many things that separates Apple from most other publicly traded companies is how its operations are so independent from stockholder opinion. Much of this is based on Steve Jobs's return to the company when running things as stockholders wanted had effectively killed the company and his dictatorial guidance of the company to being the most valuable in the world. His success essentially taught Apple stockholders and Apple's board to accept something: Steve knew better than they did and had the company's long-term interest at heart. Jobs having such firm control over the company was a very rare triumph of long-term goals over the detrimental short-term profit-seeking and share-boosting goals the stock market has poisoned most of corporate America (or rather, the corporate world) with.

It's with this knowledge that I've generally thought (and still think) taking a company public is essentially an admission that you care more about financial success than the quality of your product. You are giving up control of how the company will be run in the future in return for a sudden infusion of funds. The moment your numbers look to be flagging, or stockholders believe you could be doing something better in order to make them more short-term money, choices will be forced upon you--choices which will sacrifice what you want the product to be and which you never would have considered before. Sometimes (often?), the creators of a company don't really have any better idea of how to have the company succeed in the long-term than shareholders do--so the company wouldn't have necessarily stayed successful anyways. (The investment-affected definition for "success" is a whole separate can of worms. In the investment world a company is only successful if it grows quickly. In a privately-owned "we run this company ourselves" world, a company is successful as long as it's making money--growth be damned.)

So let's look at Facebook. According to the company's SEC filing, it made $1 Billion in profit in 2011. That's considerably more than Amazon. That's huge. As MG Siegler has pointed out, Facebook is far bigger and more profitable (even as a proportion of revenue) than Google was when it went public. The company is doing gangbusters. It is a profit machine. It doesn't need external funding. Frankly, the only reason for the company to go public at all is to make some people richer than they already are.

So now Zuckerberg is taking the risk of eventually giving up the right to run the company how he deems fit in order to become valued as the 4th richest American alive rather than just being rich enough to never have to think about money again. Is that really worth it?

I'm not trying to say I'm the only person who sees this. For now at least, Zuckerberg seems to have a stranglehold on how the company will be run. From Reuters:

The 27-year-old's ownership position means Facebook, a company dissected in 2010's Oscar-winning "The Social Network", will not need to appoint a majority of independent directors or set up board committees to oversee compensation and other matters.

The company's ownership structure and bylaws go against shareholder-friendly corporate governance practices put in place in the United States after years of investor activism.

As Facebook states in its prospectus, Zuckerberg will "control all matters submitted to stockholders for vote, as well as the overall management and direction of our company."


"The downside of doing this is that the value of Facebook may be slightly lower than it would be if he were not retaining control."

He knows he could get even more money if he gave up control. He's going to try to effectively run Facebook in the same stockholder-hostile fashion Steve Jobs would run Apple if the choice was given. He wants to make this IPO different from most. He wants to operate the company mostly the same as when it was privately owned. We'll see if this plays out the way he wants to and he can hang on. The odds are against him, but it's probably possible.