SEPTA, other investors force Zuckerberg to abandon plan for nonvoting shares

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Facebook CEO Mark Zuckerberg has decided to settle a lawsuit with SEPTA and other shareholders.

Mark Zuckerberg has given up on a proposal that would have kept him in full control of Facebook as long as he lives — though he says he’s still committed to his plan to sell most of his shares in the social-media and advertising giant and give billions of dollars to charity.

Zuckerberg’s decision to surrender his proposal to increase his super-voting shares at the expense of other investors, which his handpicked board of Silicon Valley insiders agreed to support last year but then suspended action on to resolve lawsuits by SEPTA and 10 other Facebook shareholders, was disclosed Friday in a Facebook post — four days before the social-media billionaire was scheduled to testify in a Delaware courtroom to defend himself against the suits, which accused him and his board of acting against public shareholders’ best interests.

Zuckerberg did not implicate the lawsuits in his decision, however. Rather, he said, he now calculates that Facebook’s soaring share price will enable him to sell shares worth billions while keeping voting control of the company for 20 more years.

In early 2016, his advisers had warned Zuckerberg that he risked losing his voting control over the company — including the power to name all the directors — if he sold just a few billion dollars’ worth of shares. (Facebook closed  Friday with a market capitalization of $493.7 billion.)

Under what Morgan Stanley advisers dubbed “Operation Seabiscuit,” Zuckerberg then got his board to approve plans to strip most shareholders of their voting rights.

SEPTA and other investors, including public pension funds from Sweden and Rhode Island, complained that their shares would be worth a small percentage less without voting rights, citing a decline in nonvoting share values when similar practices were adopted by Google and other companies. At least Google sweetened the deal by giving investors cash to compensate for the drop in value, lawyers for these outside investors argued.

The investors also sued Facebook directors, including PayPal founder Peter Thiel and Netflix boss Reed Hastings. The shareholders accused them of acting to keep Zuckerberg in power rather than acting in the best interest of all Facebook shareholders, as the law requires.

SEPTA officials did not return calls seeking comment about why they helped lead the charge against Zuckerberg. Plaintiffs’ lawyers often seek support from public entities when they look for clients to sue big companies.