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Agreed. This is almost certainly a key to Nvidia's success. A lot of tech companies end up shooting themselves by putting too much power into the CEO, so that when the MBA takes over it turns into a corporate pillaging operation. Cut back on staff, ramp up on prices, maximize shareholder value at the cost of sane long term business practices.
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> A lot of tech companies end up shooting themselves by putting too much power into the CEO, so that when the MBA takes over it turns into a corporate pillaging operation.

You're describing the opposite scenario. Generally it's the founders who get a special class of shares which allows them to retain control over the company even when they own <5% of the stock. Without that the company becomes controlled by Wall St. who appoint the MBA to loot and pillage.

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Wall Street rarely appoints CEOs, that's the job of the board. And those members generally get there via investment into the company (usually before it goes public).

The MBAs get there often because it's who the board picks when the founder retires.

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The board is chosen by the shareholders in the absence of some arrangement to the contrary (e.g. the special class of shares), and for a large publicly traded company, the major shareholders are generally going to be large investment funds, i.e. Wall St.

The main thing the special class of shares does is make it hard for them to oust the founder when the founder doesn't want to retire. Once they choose to, they either use their special votes to choose a worthy successor, or they stop caring and you get the default MBA you'd have had regardless.

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Google did the super control way before Zuck did.

> Honestly this arrangement (total comp aside) is how it should be for all these companies.

It's difficult to say based on the actual data in the past 10 years. The companies with dual shares seem to do well if we look at the companies of the same sizes.

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> The companies with dual shares seem to do well

The scenario in which dual-share structures can be a problem is if things don't go well. Specifically they greatly limit the shareholder's ability to protect their investment by removing the CEO. That's why it's considered poor governance.

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The counter argument is that active external governance can be bad for the long term prospects of the company. Optimizing for quarterly results, activists investors threatening and getting sweetheart deals that are good for them and bad for the rest of the company.

In the end it comes down to leverage, Zuck famously didn’t sell early so people were pounding down the door to invest when they finally got the opportunity.

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I'm imagining a world where you don't get to fuck up as bad as FB did spending multiple years chasing the Metaverse while letting their platform rot, relying purely on plateauing ad revenue.
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Looking at their revenue growth, it's one of the best companies for shareholders (ethics aside of course).

I understand Zuck made many failed bets but he had a few big bets paid off. And those big bets paid off so well that FB is a $1.4 trillion company.

It's like people here are still stuck in school where you have to score A+ on every subject.

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> Google did the super control way before Zuck did.

Fair, I just remember the backlash to the FB arrangement more I guess. At least in the case of the Google Class B shares control was split between the two, but still, in my opinion, wildly inappropriate for the purpose of public markets.

I may have an antiquated view of how the capital market should work given how long I’ve worked in the space, but I’m strongly of the opinion that going public should be synonymous with surrendering private/individual control of the company. The company is effectively spreading the risk of failure, and I think the average investor doesn’t appreciate or understand the voting vs non-voting differentiation.

Then again there is a monstrous amount retail participants in the market don’t understand and frankly the SEC has done (in permitting these sorts of listings) a poor job of executing on its mandate.

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> I’m strongly of the opinion that going public should be synonymous with surrendering private/individual control of the company. The company is effectively spreading the risk of failure

There's certainly a hypothetical principal-agent risk if someone holds voting power / control without holding any financial risk. In practice, holders of preferred voting power shares usually also have financial interests at stake, and thus are aligned with long-term financial interests.

Proposals that forbid holding control shares without parallel financial interests are more compelling than proposals to outlaw multiple share classes in public companies in general, but again, I think you'd be hard-pressed to find cases where having the law would force de-facto changes, and then the question becomes whether the law is worth its compliance costs.

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I think there is a fundamental of what do well means in this context.
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Well, you probably need to be doing extremely well to get to IPO in a situation where that structure is a possibility.

It's not really surprising that companies that print huge amounts of money with fairly little need for funding do well.

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It's the counterfactual that is interesting. How well could this company have done in the other timeline where the founder didn't retain all that control?
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Only if you think the definition of doing well is shareholder returns. I think it’s time for a different way of evaluating corporations, like their overall benefit to humanity. In that lens Meta is not doing well.
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If you're not a shareholder you don't get to vote. If you are, vote! If you can't, but you chose to be a shareholder, well I'm not sure what the complaint is.
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That's the idealized version. In practice, there are millions of people who never "chose" to invest but because of index funds have a significant portion of their retirement savings in companies lacking any real governance or oversight from the board that ostensibly represents their interests.
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How do they have index funds?

When you buy a fund, you’re choosing its management strategy (including about votes). If you don’t feel a fund represents your interests well, don’t buy it.

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> How do they have index funds?

Sometimes your employer gives you a list of a couple dozen funds run by the same manager, and if you want your employer to contribute to your retirement savings, those are the options.

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And if you invested in those index funds in the past 15 years, the return would be superb.

Banning these super-voting companies from 401(k) and index funds would have deprived many low- and middle-income people of those superb returns.

But hey less competition for the houses and stuff, right? We don't want more average people to enter the upper middle class.

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The parent comment isn't about dual-class companies, it's about the fact that many shareholders effectively don't get a choice in how the votes for their shares are cost.
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Exactly.

I'm not against forbidding index/401K funds from investing in those companies since many people deem those companies as "bad".

Many average people don't actively manage their funds. Based on the past data, they would've missed out on the benefits, but that's okay.

Having shareholder voting power is more important for them, I suppose. While I disagree, I might have voted for the ban. Because this would've translated to less competition for house and stuff.

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