In a weird world where shareholders don't matter

Why aren't boards listening to the owners of the company?

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Public companies not taking their shareholders seriously aren't anything new. For seasoned market watchers, it may even seem like grand tradition.

So to that extent, seeing major public companies shrugging off the interests of their shareholders isn't particularly weird. What does make it strange is that some really startling examples of this time-honoured practice are taking place in the wake of the collapse-inspired Dodd-Frank reforms, which included provisions intended to make shareholders' voices more powerful.

What about Vikram?
Newshounds might be quick to note that shareholders recently provided a stern rebuke for Citigroup's (NYSE: C) Vikram Pandit and his desire to take home a US$15 million paycheck. A Time headline crowed "Capitalism Is Back, Baby!" and went on to suggest that shareholders were showing that they do have a voice and are willing to slap a CEO on the wrist when performance disappoints.

Unfortunately, the compensation smackdown on Pandit isn't really a great example of shareholders acting like savvy owners. In 2009, Pandit took home less than US$130,000 and in 2010 he was paid US$1. This was while he was treading water to keep one of the largest banks in the world from imploding after the dance-happy Chuck Prince piloted the bank right into the centre of the iceberg. That most articles covering the vote pointed to the fact that Citi's stock hasn't performed well is only encouraging wrong-headed thinking from public-company shareholders.

But, hey, these days I guess we'll have to take what we can get.

Because it's far worse than that
Even if we assume that the rally against Pandit is a thrust in the direction of shareholder empowerment, it's still a drop in the bucket.

Last week, Reuters provided a solid reminder of just how ugly entrenched governance problems can be when it uncovered the billion dollars in loans that Chesapeake (NYSE:CHK) CEO Aubrey McClendon took out to fund his personal highly leveraged gamble on the company's wells. The company has long claimed that the program in question — which allows McClendon to buy directly into wells that Chesapeake is drilling — aligns McClendon with shareholder interests. But that claim rang hollow in the past, and it rings even more hollow now.

For reasons that I just can't figure out, Chesapeake shareholders have continued to support McClendon (admiration of his sheer level of chutzpah?). But the company has also taken steps to make sure that shareholders can have a limited effect on the entrenched powers — which includes not only Lord McClendon, but also a board whose members mostly make more than US$500,000 per year. And it's exactly that sort of ugliness that we're seeing a lot of these days.

Google's (Nasdaq: GOOG) recent move is exactly along those lines. From the get-go Google had a dual-class share structure that gave insiders a 10-to-1 advantage in terms of the number of votes they held per share. With the introduction of a third class of stock that offers shareholders no voting rights, Google insiders are making sure that public owners can exert even less influence over what happens at the Big G.

Google's shareholder unfriendliness may be more notable because of the company's slogan "don't be evil" (do as we say and not as we do?), but it's hardly alone. Online game maker Zynga's (Nasdaq: ZNGA) share structure is even more shareholder unfriendly. Not only do executives hold higher-vote B shares, but CEO Mark Pincus lays claim to his very own Class C shares that have 70 votes to "normal" shareholders' one. LinkedIn also features a dual-class share structure and, as a nod to the fact that this isn't just a Web 2.0 thing, The New York Times gives investors the same raw deal.

This isn't a waning trend, either. Yelp's (Nasdaq: YELP) March IPO left insiders with nearly 98% of voting control even after raking in more than US$100 million from public investors in the offering. Facebook is slated to hit the public markets with Class B shares that carry 10 votes to Class A shares' one. Viva la Zuckerberg. Empire State Realty Trust, owner of the Empire State Building, will join the club too if/when it makes it to the public markets.

In essence, these management teams are saying, "Public market investors, please give us your money, then shut the heck up."

Investors tempted to shrug this off may want to think twice. The interests of millionaire or billionaire public-company CEOs and boards of directors are not always in line with those of small individual investors or even the public pension funds or mutual funds investing on behalf of mum-and-dad investors. Allowing them voting control vastly out of line with their economic interest in these companies sets them up to pull internal levers based on what benefits them — whether that helps or harms you and your portfolio.

Somehow, highly successful companies such as Procter & Gamble and IBM manage to do just fine with one share class that gives all investors equal voting power. So next time you've got some cash on hand and are ready to Foolishly buy a stock — that is, buying as if you're buying into the business and becoming an owner — take a moment to consider whether you want to invest in a company that really wants you as an owner, or one that just wants you and your dumb money to sit quietly in the corner while the insiders' club does whatever the hell it wants.

The ASX is already on the move in 2012, and Goldman Sachs experts recently said they reckon S&P/ASX 200 could top 5,000 next year. Read This Before The Coming Market Rally is a must-read for investors who don't want to miss out on the party. Click here now to request your free copy, before it's too late.

Take Stock is The Motley Fool Australia's free investing newsletter. Packed with stock ideas and investing advice, it is essential reading for anyone looking to build and grow their wealth in the years ahead. Click here now to request your free subscription, whilst it's still available. This article contains general investment advice only (under AFSL 400691).

 A version of this article, written by Matt Koppenheffer, originally appeared on

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