Meta plans Class C shares amid debate over Zuckerberg’s control

Meta plans to issue non-voting Class C shares and distribute one such share for every existing Class A or Class B share at the start of next year. The hosts described this as effectively a 2-for-1 stock split: in their view, it would not raise money or change ownership percentages, but would allow Mark Zuckerberg to sell or transfer the economic portion of his stake while retaining control.

This is not the company’s first attempt to create Class C shares. In 2016, Facebook proposed the mechanism so Zuckerberg could sell or donate part of his economic stake without giving up control through his super-voting shares. After shareholders challenged the proposal and a Delaware trial was scheduled, the company withdrew it in September 2017.

In discussing the current plan, a host cited a New York Times account: according to that report, Zuckerberg had been negotiating with the board since July and effectively gave its members an ultimatum at a September 9 dinner—if they did not reach a deal, he would list his Palo Alto home for sale. The host suggested the dispute could involve both California’s proposed billionaire tax and Zuckerberg’s desire to retain control and stay close to his team; he also noted that Semafor offers a different account of the motives. The suggestion that selling the home was a threat because it could affect board members’ property prices was the host’s joking speculation, not the substance of the report.

As described on the show, Class B shares carry 10 votes per share, Class A shares carry one, and the proposed Class C shares would carry no votes. The host argued that the lack of voting rights might matter little to buyers focused on financial returns. He also expressed the view that Zuckerberg may have several reasons for seeking both to retain control and unlock the economic value of his stake. Potential tax consequences—including a possible 5% tax—and a move by Zuckerberg to Florida were discussed by the hosts as scenarios, not established outcomes.

The host called Meta’s willingness to invest capital in new technologies, including AI, rational, while noting that the returns on the company’s AI capital expenditure are debated. This was the participants’ assessment, not a confirmed investment outcome.