FACEBOOK’S forthcoming initial public offering has given us a lot to talk about: It’s likely to be the largest in history (cool); it’s predicated on an established business model (good); its future growth remains uncertain (not so good). And it will make its 27-year-old founder incredibly rich (good, for him). But perhaps the most significant thing is its novel control structure.With 57 percent of voting rights, CEO Mark Zuckerberg will remain solidly in control of Facebook after taking it public. He can’t be terminated. Even if he were to die, control could be transferred to a chosen successor. This is making some people nervous about investing.
But should it?
According to the dominant viewpoint on corporate governance, control should rest in the hands of those who also own the claim to the largest revenue stream. That way, they have the maximum incentive to ensure that stream remains as profitable as possible.
There is, however, a flip side to this theory. Founding entrepreneurs like Zuckerberg had better be up to the task of retaining control of their new public company. This is difficult to judge, which is why equity investors often retain the right to dismiss a firm’s founder if things turn sour. Zuckerberg, however, is basically saying that you’ll have to convince him, and not your fellow shareholders, that he isn’t up to the job.
This is partly why people are nervous. Some folks worry that Zuckerberg’s primary goal isn’t maximizing shareholder value. And in fact, Zuckerberg told us in his recent letter to investors that he’s aiming to make the world a better place, not just make money. But pursuing broader goals won’t necessarily put an end to maximizing shareholder returns.
Deep down, investors are really worried about the fact that Zuckerberg hasn’t experienced failure yet. So many of the great entrepreneurs failed before they attained success. It’s practically a requirement. Part of this is about learning to get what you’re doing right. But a broader implication is that it’s important for entrepreneurs to deal with failure early when there isn’t so much on the line.
Every goal Zuckerberg set for himself has panned out. He’s bested every challenge. It’s rare for people to be dealt such a lucky hand. Facebook investors can only hope Zuckerberg’s luck continues.
Joshua Gans holds the Skoll Chair in Innovation and Entrepreneurship at the University of Toronto’s Rotman School of Management.


























