May 9, 2012 at 7:29 AM ET
Several CEOs and founders of well-known American companies have complete control over their companies. Through voting power, they control the boards and strategic decisions of these corporations. The best current example is Facebook, which will go public in a few weeks. Founder and CEO Mark Zuckerberg owns enough of the voting shares in the company that his decisions cannot be overruled by outside shareholders or the board under most circumstances. Zuckerberg is also the most visible American CEO among a small group who have complete control of their companies and how long they will remain at their jobs.
The most powerful CEOs fall into three categories. The first are founders who are currently CEOs. They may, by themselves, or with other founders, have voting control over their companies. Larry Page of Google is the best example of this. He started the Internet search engine with Sergey Brin. Together with Google’s chairman Eric Schmidt, who they hired, the three hold shares that have nearly two-thirds of the company’s voting rights.
The next category is founders who no longer have the majority of the vote in their companies, but who have been in charge successfully for so long that their job security is not in question. Jeff Bezos at Amazon.com is the best example of this group. He owns slightly less than 20 percent of the company that he started in 1994. This stake is greater than that of any other shareholder. But it is his status as founder and his tremendous success that ensure he will not be replaced unless he wishes to be.
The final category of powerful CEOs are relatives of founders. These CEOs inherited the voting rights, usually from their parents, and they use those rights to run the company for another generation. The best example of this is Brian Roberts of Comcast, whose father started the company. By almost any measure, Comcast has done well financially and in the stock market. Even if it did not, Roberts would have his job.
24/7 Wall St. reviewed the corporate structure, governance and voting rights of the 500 largest companies by market cap. Based on a review of company proxies, we identified those companies where the CEO had voting control of the company or was the company’s founder. We then limited the universe to those companies with market cap in excess of $30 billion.
As the initial public offering of Facebook approaches, the company faces three major hurdles with investors. The first is the company’s worth. Estimates have pegged Facebook’s market cap once it begins to trade at $100 billion. It is unclear whether investors will support that price for a company that had only a little over $1 billion in revenue last quarter and earnings of $205 million. The second is whether it can continue to keep Google and other competitors at bay as it has done so successfully up until now. For example, Internet research firm Comscore released data late last year that showed the average U.S. Facebook user spent seven hours and 46 minutes on the site during August. That is nearly four times the time spent by visitors to Google during the same time frame. The last question is how much it matters that founder Mark Zuckerberg appears to run the company with only the most modest advice from his board. When Facebook bought the photosharing application company Instagram for $1 billion, several in the media reported that the board was not briefed about the transaction until it was well underway. Through direct and indirect control of class B stock, Zuckerberg has 56.5 percent of the voting shares of Facebook, making investors nearly powerless to affect changes in the social network company.
Larry Page was the CEO of search giant Google from its founding in 1998 until 2001. He and co-founder Sergey Brin brought in Eric Schmidt to run the company as chief executive. Page took the job back last year. Among them, the three have 65.8 percent of the class B voting shares. Google’s proposed stock split would give the founders even more power. Page’s immediate challenge a little over a year into his second stint as CEO is to show that Google can expand sales beyond its traditional search business. So far, Page has not had much more success in sales diversification than Schmidt had. Google’s Android mobile operating system is now among the most widely distributed in the world, and by some measures is in first place. But Google has been unable to demonstrate how this distribution makes it money. In addition, several patent suits have been brought against Google about Android’s intellectual property ownership, which makes the sales bar for the business even higher. Investors are also concerned about the fast growth of Google’s staff, which has added rapidly to costs. Google had 33,077 full-time employees at the end of the first quarter.
At 48, Jeff Bezos is the grand old man of the American Internet. He founded Amazon in 1994, and the company has gone from a tiny online bookstore to the largest e-commerce business in the world. Amazon earned $130 million on sales of $13.18 billion in the last reported quarter. Bezos has increased Amazon products offerings over the years so that the company is a major force in consumer electronics, clothing, software, toys and even groceries. Bezos’s most widely regarded innovation is the e-reader business, driven by its Kindle hardware and an online library of tens of thousands of books. The Kindle and Kindle Fire tablet are leaders in the e-reader and tablet PC market. Amazon is one of the few companies that poses a threat to any of the Apple’s products. Amazon also has a large enterprise business line. Amazon Web Services offers clients e-commerce tools through the cloud. Companies that do not want to invest in their own server hardware, software and bandwidth can use the Amazon service as a turnkey solution.
4. Berkshire Hathaway
Warren Buffett is the grand old man of American investing. Buffett has been a board member of the company since 1965 and its chairman and chief executive officer since 1970. Berkshire filings to the SEC say that “Major investment decisions and all major capital allocation decisions are made by Warren E. Buffett, Chairman of the Board of Directors and CEO.” He has built Berkshire Hathaway into one of the largest conglomerates in the world, as well as into a holding company for stakes in a number of well-known companies. These include total ownership of GEICO Auto Insurance, International Dairy Queen and Benjamin Moore. Berkshire also has significant investments in IBM, American Express, Coca-Cola and Wells Fargo. Berkshire is one of the most valuable public corporations in the county with a market cap of more than $200 billion.
Larry Ellison, who founded Oracle (ORCL) in 1977, has thrashed his competition in the global enterprise software industry, holding off challenges from Microsoft, SAP and a number of other companies. These companies would like to increase the part of their businesses that sell hardware and software to large businesses and governments. Ellison has made a number of shrewd buyouts, including Sun Microsystems, which increased Oracle’s business in Java software and the server market. The most powerful part of Oracle’s earnings engine is the license fees it charges its customers. The fees offer recurring revenue streams that can last for years. Not shy of exercising his control in the company, Ellison has rotated a number of people in and out of the number two position at Oracle. Its most recent president is disgraced former Hewlett-Packard CEO Mark Hurd. Ellison made a public statement about how foolish the HP board was to fire a talented executive, and then snatched him up within a matter of weeks. Ellison has several extremely expensive hobbies, including the support of an entry in the America’s Cup yacht race. His boat won the most recent competition.
Brian Roberts, like a number of CEOs who control the voting shares of their companies, is the son of the founder. Ralph Roberts, who is 92, cobbled together a number of small cable companies as the industry grew from largely a rural and suburban business to one that serves large cities. Comcast, which was founded in Mississippi in 1967, now has 48.9 million video, high-speed Internet, and voice over IP customers. Comcast bought a controlling interest in NBC Universal from General Electric last year. The company is now only one of the largest distribution networks in the United States, but it is also one of the largest content producers because of NBC. The government struggled with potential “monopoly” problem when it approved the transaction. The cable industry used to be a de facto monopoly because cable companies controlled discrete regions of the country. Now, however, AT&T and Verizon have laid fiber in front of tens of millions of homes so that they can compete with cable companies in the broadband Internet and video markets. Comcast must also contend with improved technology for satellite TV, which makes these services more competitive with cable.
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Groupon (GRPN) is widely considered the most poorly run of the Web 2.0 IPOs. The online coupon company has to restate earnings for its most recent quarter because of a “miscalculation” of its customer refunds. It has cut the original revenue statements by $14.3 million. The company admitted it has a “material weakness” in its financial reporting process, a tremendous warnings sign about the quality of a company’s management. This is not the first time Groupon had to restate its financials. It had to do so before its IPO as well because of SEC and potential investors challenged how it accounted for sales. Andrew Mason has been able to insulate himself from all of these catastrophes at least as far as his job security is concerned. Mason and two other cofounders, Executive Chairman Eric P. Lefkofsky and Bradley A. Keywell, own 100% of the voting shares. SEC filings directed to by the company to shareholders say this stock ownership “limit your ability to influence corporate matters.” What is at risk for Mason is his fortune. Groupon’s shares have dropped from a post-IPO high of $31.14 to just over $10 recently.
LinkedIn has done a good job convincing Wall St. that its professional social network has strong longer term prospects. From a post-IPO low of $55.98, shares have risen to more than $108. LinkedIn’s 2011 revenue was $522 million, up from $243 million the year before. Net income attributable to common stockholders rose from $3 million to $12 million. Growth rates are not the only thing that shareholder likes about LinkedIn. The company makes money from its more than 150 million members in two ways. LinkedIn sells its products online but also has a sales force that sells and markets products directly to companies. The revenue between these two businesses is nearly equal, which gives LinkedIn a diversity of sales that other social networks like Twitter do not have. CEO Jeffrey Weiner benefits from his relationship with the company’s largest shareholder, Reid Hoffman. Hoffman owns 45.4% of Class B voting shares. SEC filings by LinkedIn call his holdings as having a “significant influence over the management and affairs of the company.” Hoffman is a serial entrepreneur who made a fortune as a senior executive at PayPal. He also sits on the board of online game company Zynga.