Now that FB is a public company, why didn't it need shareholder approval to buy Whatsapp for $19B?


2

I was under the impression that once you go public, all major decisions have to be voted on by investors. For such a large acquisition, isn't a public company required to let investors vote to give approval?

To put it in perspective, $19B is almost 11% of Facebook's total $117B market cap. That's a huge decision to make on behalf of the shareholders.

Facebook Public Companies Wallstreet

asked Feb 21 '14 at 16:33
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Julie Nino
90 points

1 Answer


3

I didn't know the answer to this, but decided to do some research. It did strike me as a little strange. There are two things that I found that seem pertinent here.

First, they've come to an agreement, but the deal isn't expected to close until late 2014. That means that a shareholder meeting where a vote could take place may still occur.

But more importantly, it probably doesn't even matter. While Mark Zuckerberg only owns 28% of Facebook after the IPO, their structure is somewhat unique. They have Class A shares and Class B shares. Class B shares have 10 times the voting weight of Class A shares, and Mark Zuckerberg's got enough of them that he has 57% of the votes. All decisions are essentially completely up to him. It's quite possible that there was a vote, and since he had a majority, it could be decided without going on to get other people's decisions.

This situation is pretty unique. Most CEOs have a lot of influence and a lot of shares. This is especially so if the CEO is also a founder. But Facebook is unique in that there aren't really any other large companies where the CEO has complete unilateral control like this.

answered Feb 21 '14 at 22:44
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rbwhitaker
3,425 points
  • I was looking forward to an answer to this question, thanks for researching this for us! – James Linville 3 years ago
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