New York Times DealBOOK, 4/17/2012, "Citigroup Shareholders Reject Executive Pay Plan", By JESSICA SILVER-GREENBERG and NELSON D. SCHWARTZ
理論上公司股東具有對公司重要事務最終決定權，不過由於大部分上市公司若不是投票權高度集中在少數創辦人和原始股東手上，就是股權非常分散，通常董事會才是最後拍板定案的地方。
Citi 的股權非常分散，這次有 55% 的股東反對包括 CEO Pandit 在內的高階經理人的薪資計畫，代表 Occupy Wall Street 這些對於 1% 的反感所造成的影響仍未消散。最近 Senate 才擋下了 White House 提議的 Buffett tax (對高收入者課徵最低 30% 聯邦稅, WSJ, 4/17/2012, "Buffett Tax Baloney" By STEPHEN MOORE)，GOP 和 Democrats 預計還會對類似法案在國會進行攻防，甚至有可能成為今年總統大選主軸之一。Citi 股東的投票結果對於 Democrats 來講算是一個助力。
這個事件也是 Dodd-Frank 法案中提供股東 “say on pay” 投票所造成的結果。該法案提供股東否決高階經理人薪資計畫的機會，不過實際上真正備否決的例子很少。
今天另外一則新聞，在公司治理是跟上面一則完全對立的情況。
WSJ, 4/17/2012, "In Facebook Deal, Board Was All But Out of Picture" By SHAYNDI RAICE, SPENCER E. ANTE and EMILY GLAZER
如果說 Citi 是『民主』的表現，Facebook 購併 Istagram 就是全然的獨裁。在今天這篇 WSJ 的文章中我們才曉得不只是股東沒有講話的機會(這是正常的)，連 Facebook 的董事會都是等價錢談完了以後才被告知。Instagram 的購併到底是對是錯要由時間來檢驗。雖然這家公司還沒有獲利，但是從它的業務範圍跟 Facebook 的方向來看，兩者的結合應該是好的。他們的問題在於找到一個好的獲利模式，把點閱率轉為現金流。這工作本來就是 Facebook 需要好好處理的，不管買進或是不買 Instagram 都一樣，所以公司發展的方向並沒有改變。如果 Instagram 購併最後以失敗告終，那麼 Facebook 大概也會是個大失敗。
這兩家公司結合是合理的，並不自動表示價錢就合理。在文章裡面說 Zuckerberg 已經成功的將價錢從 $2 bn 殺到最後的 $1 bn，但是 Instagram 在前一個星期才完成一筆 $50 mn 的創投資金注入並且公司評價為價值 $500 mn。看完這篇文章後，我對 Instagram 的 CEO Kevin Systrom 非常感興趣。他知道他的公司剛剛被評價為 $500 mn，整個公司只有 13 名員工，還沒有賺錢 (文章裡說 no revenue!)，而且他知道 Zuckerberg 也都知道這些資訊。結果他去 Zuckerberg 的家開價 $2 bn？
只能說他剛拿到的 $50 mn 夠他燒很久，所以不用擔心沒有現金流入。就算是這樣，開 $2 bn 還是很敢開。
Zuckerberg 可以不管董事會的原因在於雖然他只有 28% 的股權，但是由於投票權設計在 Class A 和 Class B 的不一致使得他有 57% 的投票權。就算董事會裡面所有其他人的意見都跟他不一樣，他還是會贏。老實說，我對 Zuckerberg 沒有那麼有信心，他的獨裁對於 Facebook 的將來未必一定是正面的影響。
6 comments:
I think Mark Zuckerberg rushed to get the Instagram deal done because he knew he wouldn't be able to make such a dictatorial decision after Facebook goes public.
While we are on the subject of corporate governance, what is your take on Google's creating a new class of non-voting shares to avoid diluting its founders' control of the company? Thanks.
I agree with your assessment that Zuckerberg is doing it before the firm goes public. He will still have strong grip on the company, but he probably will not have over 50 percent voting right and he will be subject to tighter regulation from SEC.
On the other hand, Instagram just got some money to burn. Time is certainly not on Zuckerberg's side. I still think he overpaid, but he probably cannot do better. It is like winner's curse, but without a competitor.
We don't have 20-20 hindsight until it is too late. Google is that kind of thing. Their leadership did a great job to date. No one knows if they can keep up with their good work, but they probably deserve the benefit of doubt.
Add Chesapeake Energy to the list. Aubrey McClendon is treating the company like his personal piggy bank. He is one heck of an entrepreneur, but this is getting ridiculous.
CCLu, I think Zuckerberg will retain 50+% of voting rights even after the IPO. Corporate governance in the tech space has traditionally been very poor, but this new generation of web 2.0 companies are writing future HBS cases on how-to-keep-founders-in-control-forever.
To Ben,
Facebook will add around 10 percent new shares, which can dilute Zuckerberg's voting right to 51-52%, probably. I read it somewhere that he also has options he can execute after the firm goes public, so yes, he'll be majority in the board even if everyone else votes against him. That is sick.
I guess these founders learned their lesson by watching the life story of Steve Jobs. Well, they were too young to watch Jobs being ousted by Apple, but they probably learned it from the bed time story their parents told them.
Wait. Didn't we have this discussion before? You mentioned another firm and another name, I presume.
I don't like this kind of corporate governance. Shareholders put their money and fate in someone's hand. It's a high risk gamble and it does not necessarily have a high return to go with it.
Did Steve Jobs hold the majority voting right on Apple's board? I recall that he sold all but one of his Apple shares after being ousted. Certainly he received millions of stock options in compensation after he returned to Apple, but still most of his fortune came from the Disney shares he acquired when he sold Pixar to Disney. Anyway, my point is that in Steve Job's case, it was his success, not shareholding, that granted him the long-term control of the company he founded.
To tradewind,
No, Jobs did not have the control over Apple like those young Internet tycoons to their firms.
If a founder of a firm gets hold of his company because his vision, not his voting right, that would be an ideal scenario. Jobs proved it can be the case in his second stint with the firm, but he offered a counter example the first time round.
The story of Jobs getting back with Apple is fascinating, but those Zuckerbergs would prefer not to get themselves in that situation in the first place.
Post a Comment