Why Silicon Valley Can Get Away With Bad Corporate Governance 

Why Silicon Valley Can Get Away With Bad Corporate Governance  

Why Silicon Valley Can Get Away With Bad Corporate Governance  

Moneybox
A blog about business and economics.
May 4 2012 1:53 PM

Why Silicon Valley Can Get Away With Bad Corporate Governance  

Bloomberg View has a wise piece about the slipshod corporate governance and exceptionally weak shareholder protections at Silicon Valley's hot new companies like Google, Zynga, and Facebook. I've never heard anybody look at the non-tech sector and conclude that the big issue in this field is that managers have too little leeway to control boards of directors, but that's exactly the conclusion the new breed of tech founders seems to have reached. The only problem with the Bloomberg piece is the stentorian injunction here: "The founders of Facebook, Google, Zynga, LinkedIn and Groupon need to rethink their approach."

This, I'm afraid, is capitalism and needing to rethink his approach is exactly what Mark Zuckerberg doesn't need to do. After all, his company is already profitable and accumulating cash. In a very crude sketch of what a stock market is for, a firm undertakes an IPO to raise the capital it needs for expansion. But none of these companies need capital. Precisely because Facebook had absolutely no need to access public markets to get capital, Zuckerberg spent a long time resisting any kind of IPO filing. But early employees still wanted to sell shares in order to get money and buy stuff. That process naturally diversified the ownership base and wound up rubbing up against SEC rules about how widely held a private company can be. So now they're going public, and all signs are that people are eager to buy the shares. Now it's true that by structuring the company as a kind of personal dictatorship Zuckerberg may be leaving some money on the table. But he's extremely rich one way or another, he doesn't need extra money personally if he prefers control and the company doesn't need money at all. So he can—and will—do what he wants.

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And the same applies pretty much throughout the industry. These business simply aren't all that capital intensive. Investors need them more than they need investors, so founders have no incentive to structure the firms in investor-friendly ways.