Risk & Compliance

Facebook Scraps Share Reclassification Plan

The plan would have enabled CEO Mark Zuckerberg to maintain control of the company but ran into a shareholder class-action lawsuit.
Matthew HellerSeptember 25, 2017

Amid shareholder opposition, Facebook has abandoned a plan to reclassify its stock so CEO Mark Zuckerberg could sell billions of dollars of his shares without giving up any of his control of the company.

Facebook’s move came on the eve of a trial in a shareholder class action challenging the plan to issue a class of C shares that would have the same economic benefits as Class A and Class B shares but would come with no voting rights.

The reclassification was approved at Facebook’s annual general meeting in June 2016. It would have enabled Zuckerberg, who has pledged to give away 99% of his wealth during his lifetime, to in effect have his cake and eat it, too — cash out shares to fund his philanthropy while maintaining his control over running Facebook.

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“At the time, I felt that this reclassification was the best way to do both of these things,” Zuckerberg said in a Facebook post on Friday. “In fact, I thought it was the only way. But I also knew it was going to be complicated and it wasn’t a perfect solution.”

He said Facebook had scrapped the plan because “Over the past year and a half, Facebook’s business has performed well and the value of our stock has grown to the point that I can fully fund our philanthropy and retain voting control of Facebook for 20 years or more.”

Facebook’s stock price has risen more than 50% since the company initially proposed to issue nonvoting shares in April 2016.

The class action plaintiffs had argued the plan would cause shares to lose billions of dollars of value when they were traded. “We’re thrilled that Facebook has dropped the reclassification,” Stuart Grant, the lead plaintiffs’ lawyer, told Business Insider.

Inc. noted that Zuckerberg now has more than $70 billion in assets, “easily enough for Zuckerberg and [his wife Priscilla] Chan to fund their initiatives without ceding control of Facebook.”

But Grant said Zuckerberg’s pledge to sell 99% of his holdings before he dies means Facebook will likely have to one day reevaluate its stock structure again.