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Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

By Erik Sherman | Nov 27, 2009

Given the way that the newspaper industry has been going, you’d have to be insane to jump into it, right? But while the people at Facebook aren’t buying truckloads of dead trees, they do seem to be interested in one of the less seemly practices of the broadsheet empire: dual-tier stock. And

For the newspaper moguls, the reason for dual stock categories was simple. They could entice investors to put their hard earned money into ownership while keeping control in the hands of the families that started the papers in the first place. After all, why not take the money from the plebes and keep an iron fist on how things run because, clearly, you’re so smart that no one could do better and investors should be thankful to have a place underneath the table, where they can receive the orts that drop.

There’s just one problem with the theory. Things worked more or less well as conditions remained constant. But when the world changed and there was a premium on management, the newspapers simply tried to fend off the inevitable … with results that were equally inevitable.

This desire for control for the “real” people at the top is exactly what is motivating Facebook movers and shakers. Here it is in their own words:

“We did introduce a dual class stock structure because existing shareholders wanted to maintain control over voting on certain issues, to help ensure the company can continue to focus on the long term to build a great business,” said Larry Yu, a Facebook spokesman. “Facebook has no plans to go public at this time.”

No plans to go public at this time? What a load of investor relations two-stepping. Technically it would be impossible to go public at this time, not in the near-future, because the paperwork isn’t filed. But public they will go so the money it can flow — into their pockets. And all with the same intent as the newspapers to keep control in the hands of those who will always remember “how we used to do it.”

It’s nothing but bad governance that will circle around and have the same result as it always does: terrible decisions, an ultimate fiasco, investors left holding the bag, and no one learning anything that seems to stick. Eventually all that is left is a castle with not much at home.

[UPDATE: I wanted to add that Facebook is hardly the only tech company to do this. Google is notable example, and perhaps that's why it continues to be incapable of significantly broadening its revenue base beyond online ads -- because management isn't really accountable to ordinary shareholders.]

Image via stock.xchng user johnnyberg, site standard license.

Erik Sherman is a freelance journalist whose work has appeared in Newsweek, the New York Times Magazine, Technology Review, the Financial Times, Chief Executive, and other publications. Follow him on Twitter.

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  •  
    1

    chadpryor

    11/30/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    You are trying to paint this as a negative and you cite Google as your example of similarity? There's a reason they haven't broadened their revenue base beyond online advertising, and that's because online advertising is the ONLY model you can successfully market to an internet audience. These services are popular because they are free and they are useful. Free is supported by ads.

    Secondly, companies like these are building the future of what the internet will look like, they are developing a platform for communication and blazing a trail for what the future looks like. There's a reason they don't want to open up control of that vision to cater to the average stockholder and if you don't understand that you don't understand enough to have written this article.

  •  
    2

    ErikSherman

    11/30/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    Let's see - the WSJ makes money off online subscriptions. Amazon.com makes tons on selling items online. There are stock photography sites that sell rights to plenty of images. Apple makes a nice amount on iTunes. Every day sites sell services, reports, and goods. To say that "online advertising is the ONLY model you can successfully market to an internet audience" shows a shocking disregard for fact, and obvious fact at that.

    As far as control, do you understand that under the legal concept of stock ownership, it's the shareholders that own the company, and management is responsible legally and ethically to them? They don't want to open up control because they think they're always right, only they're making decisions that involve other people's money. When a company goes public, significant responsibility goes with that. Eventually things change and management is stuck in decisions that no longer work. Think that's impossible in high tech? Tell that to Wang and its word processors. That's why my primary comparison was to newspapers. Or did you miss that whole part?

    You think I don't understand enough to have written this article? I'm wondering if you understand enough to read it.

  •  
    3

    chadpryor

    11/30/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    So why is WSJ in the news complaining about how Google is ruining their business and not the other way around? Who's business model is not working?

    Amazon, iTunes, and Stock Photography sites sell other people's products, not services. To compare them with Facebook or Google is asinine.

    What Facebook is trying to avoid is the same pitfalls that have come to other tech companies who went public, to have investors clamor to them and try to "monetize them", and eliminating their only competitive advantage (being free) and dooming them to failure.

    Facebook has an enormous resource of personal information that they can use to sell personalized ads to people inside of their service. Just like Google. And they can make a fortune doing it. Investors will want to privatize the site, charge subscriptions, make people pay premiums for service upgrades, which will make the service less popular and lose them market share and harm what they have now (which is a goose laying golden eggs).

    In most internet industries there is only one winner and the winner takes all. Facebook is holding the lead right now in social networking, but if investors were to take control of their services and try to "monetize" them they would drive virtually all of their clients away to other services or a new service would arise exactly identical to old Facebook but free.

    This is why you cannot charge for content services on the internet. Something that you and Rupert Murdoch still need to learn. After all, if subscription based services were the best way to run an internet business, why am I not paying to read this article?

  •  
    4

    ErikSherman

    11/30/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    When you go public, you are making a deal that investors own your company. There are plenty of tech companies that went public, didn't establish this peculiar type of dual-tier stock, and still did well. Microsoft, HP, Oracle, and Dell immediate come to mind. And to say that being "free" is the only advantage a company can have is downright silly, as is claiming that you cannot charge for content services on the Internet when, actually, many companies do so successfully.

    It comes down to money. If free subscription works best for a business, great. However, the question here is not about the business model that Facebook wants to use for its operation, but about governance and the fact that when you go public, you are letting other people buy the company. The flow of money in to the company and the original investors comes with a price tag of responsibility to the new investors.

  •  
    5

    chadpryor

    12/01/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    Another solid list of companies who made their fortune selling product, systems, and infrastructure before the internet was even commercially introduced in the United States.

    I give up trying to explain it, when those are the parallels you are trying to draw. You clearly do not understand the economic drivers behind what internet service companies actually do.

  •  
    6

    ErikSherman

    12/01/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    Don't say that no companies can sell goods and services and then try to restrict your conversation to Internet service companies. And if firms that were around before the commercial Internet aren't to your interest, how about Amazon? Various "freemium" companies that have to sell services to select groups to afford to give away their lower end offerings? In other words, people can and do charge for services, whether a News Corp or a Box.net. And you're giving up because you're not making a defensible point. In addition, you aren't even touching significantly on the issue of public companies being responsible to the shareholders.

  •  
    7

    chadpryor

    12/02/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    In your article, you cite only two companies total: Facebook and Google. To that list you could add other content aggregation service sites, social networking sites, and free service sites. I would add: Myspace, Digg, Flickr (now Yahoo owned), Napster, Youtube (now Google owned), Hulu, etc.

    What all of these sites have in common (and what they don't have in common with product companies that you are describing) is that they all make money in the same way, they sell consumer eyeballs to advertisers.

    In that sense, consumers are not their real customers, advertisers are. Advertisers buy their product, which is merely space that is occupied by people. These sites are the "commons" of the internet and these companies own these spaces and the rights to advertise in them which is their chief competitive advantage and the sole leverage of their marketing and profit-making arm.

    In the past, advertisers paid a premium for newspaper ad space because newspapers were one of the only medium you could guarantee a certain number of eyeballs would see the product you are trying to sell. The internet has enormously devastated the ability of newspapers to secure "eyeball share" and the information-tracking ability of these companies in the internet environment allows them to selectively target audiences that advertisers covet at a premium. This is basically the sole reason that newspapers as a business are now failing, because they no longer can advertise at a premium with a declining market share. This is also basically the sole reason that Google has made enormous profits in the last decade because they have perfected this model on the internet.

    Newspapers can also no longer charge for their content because competitive quality content is available online for free. Only premium quality non-normal good content is charge-worthy, stuff like WSJ and FinancialTimes that white-collar professionals read and are willing to pay (or more likely have their companies pay) a premium for, and even then most of them just have subscriptions to the paper version not the online version, and even those revenues and market shares are declining.

    The central point of the argument I am trying to make Erik, is that Facebook, Google, et. al guarantee their profit by guaranteeing their market share of eyeballs. Just like television broadcasters, magazine distributors, and yes, newspapers. The online companies maximize that market share by ensuring that their services are given away for free. This formula is not intuitive to most people who would invest in the company trying to make a quick buck and try to "monetize" the service by charging for the space.

    History serves to illustrate (the Napster case in particular) that when investors try to take the reins of a technology-driven free service delivery company like this and monetize it, what ends up happening is that all of the consumers flee this "commons" area and migrate to a new service which can arise literally overnight and scoop up the profits and market share of the previous company. There is enough money to be made in the margins of advertising and enough competition to ensure that it is virtually impossible to charge for access to this type of content, and the fact that almost no one does it successfully (and if you consider WSJ a successful case of this, even while the service's owner is calling it a failure I don't know how to make it plainer).

  •  
    8

    ErikSherman

    12/02/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    There can be enough money to make in advertising, though as many large media companies are proving, that is sometimes nowhere near enough.

    However, the post isn't about whether an advertising-supported business model works. (And if you check one of my posts today, you'll notice that even Google is edging toward charging for some content.) It's about governance and whether it's sensible or ethical to want to be public and to insist on an in group maintaining all control. It ultimately worked disastrously for the newspapers. Any time you enshrine a group as beyond question, you sow the seeds of the company's destruction. I don't know how I can make that plainer. I'm not interested in debating whether some sites can make enough money via advertising. Clearly some can. Many can't. Some don't need to and have alternate business models. It's not one size fits all.

  •  
    9

    chadpryor

    12/02/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    In the case of most of the tech companies that have failed though, it is because they have given control to shareholders and lost the original vision that made them successful in the first place. Hence Facebook's reluctance to cede control. I'm failing to think of any example where shareholder control improved either the profitability, market share, or consumer perceptions of an internet-based company. The currently most successful company in market share, profitability and stock value is Google, and they are operating on the same model you are decrying. Given that track record, how could you comfortably advise any tech company to give control of its intellectual property over to share holders?

    Newspaper disaster has nothing to do with stock or shareholders or who is in control of decision-making, it has to do with a failing business model, plain and simple.

    As a company that goes public, you are responsible to your shareholders only in the profit sense that they demand a return on their investment, you want to make money for them in return for them giving you their money in investment. You are not "ethically responsible to them in governance". As a shareholder, I would be more than comfortable in ceding control of decision-making to a company that proved themselves capable of good decision-making. If I wasn't, I wouldn't invest in that company or I would pull out my investment when their decision-making turned poor (as in the case of Yahoo!).

  •  
    10

    ErikSherman

    12/02/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    >> In the case of most of the tech companies that have failed though, it is because they have given control to shareholders and lost the original vision that made them successful in the first place. Hence Facebook's reluctance to cede control. I'm failing to think of any example where shareholder control improved either the profitability, market share, or consumer perceptions of an internet-based company. <<

    Well, I pointed to the entire newspaper industry as a counter-example to your thesis. Yes, a business model failure that companies should have seen coming - but entrenched and protected management didn't want to change. That's the danger in protecting the insiders. There are also many examples of tech companies that tried to hold control in and that completely blew the business. I recently spoke to the former interim CEO of Peregrine Systems, which was one of the clear examples of bad corporate governance.

    >> The currently most successful company in market share, profitability and stock value is Google, and they are operating on the same model you are decrying. <<

    They're doing well now. But, frankly, ten years is a short time. Apple's doing pretty well, and it doesn't have that split structure. LinkedIn doesn't have a split structure, and it seems solid from what I've seen. Amazon doesn't, and that's a poster child "Internet company" - and doing tremendously well, particularly given its industry segment. You are trying to say generally that without a two-tier structure, a tech company cannot succeed. You're clearly wrong. Most tech companies fail because either the business model is poor or management cannot execute.

    >> As a company that goes public, you are responsible to your shareholders only in the profit sense that they demand a return on their investment, you want to make money for them in return for them giving you their money in investment. You are not "ethically responsible to them in governance". <<

    I'm sorry, but again you are factually incorrect on - completely incorrect. There are legal and ethical duties that go back many, many decades.

    Saying that most tech

  •  
    11

    dkalens1

    12/03/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    Okay, I have been following this debate and have held my tongue till now. Erik, you argue that Facebook is acting unethically by denying those who buy stock a say in the decision making process. Investors have zero obligation to buy FB stock if they do not agree with the policies associated with that purchase. Isn't this the basis of a free market? Entrepreneurs offer some type of product or service and consumers (the investors in this situation) will purchase it if the deal seems fair to them. If the investor disagrees with their lack of influence in the policy making of facebook, it is pretty simple, they do not buy stock. Am I missing something here because this seems so blatantly obvious that I am not sure how someone could possibly overlook such a simple concept.

    You state:

    "After all, why not take the money from the plebes and keep an iron fist on how things run because, clearly, you?re so smart that no one could do better and investors should be thankful to have a place underneath the table, where they can receive the orts that drop."

    This is such a biased and irrational argument. One could just as easily claim the opposite (with equally zero validity): Investors let the creators do all of the work while they suckle the profit from the Facebook teet.

    Chad summed it up pretty well when he said:

    "As a company that goes public, you are responsible to your shareholders only in the profit sense that they demand a return on their investment, you want to make money for them in return for them giving you their money in investment. You are not "ethically responsible to them in governance". As a shareholder, I would be more than comfortable in ceding control of decision-making to a company that proved themselves capable of good decision-making. If I wasn't, I wouldn't invest in that company or I would pull out my investment when their decision-making turned poor (as in the case of Yahoo!). "

  •  
    12

    ErikSherman

    12/03/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    dkalens1, the problem is that you are incorrect. There are legal responsibilities that public companies have besides a return on investment. If it were so simple, then the application of the relevant laws would be simple. But securites law is anything but. This isn't "biased and irrational." This is fact, as I've heard from the many, many securities lawyers, governance experts, and major investors I've spoken with at length over the years.

    Now, can you legally structure things in such a way as to prevent a company's owners, the shareholders, from having any say in how a small group runs the comapny? Sure. Newspapers did it for years. But insulating management from shareholders is generally a foolish idea and backfires in the long run, as I'd argue has happened in the newspaper industry. Will people buy FB stock? Sure. Is that foolish if they are locked out of having any say on what the company does? Sure. Is asking people to invest without having the ultimate say of owners unethical? I think it is. Legal, yes, and unethical.

  •  
    13

    dkalens1

    12/04/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    I would love to know exactly how it isn't that simple. Please reference for me one law which demonstrates how an investor is getting screwed despite the fact that they have the free choice to enter this business deal or leave it alone. I don't understand how you can sit there with a straight face and say, "Is asking people to invest without having the ultimate say of owners unethical? I think it is. Legal, yes, and unethical." How can proposing a business deal, which there is no obligation on the consumer to take part in, unethical in any way? If you want to call it an unfair deal and insist investors should not take part that is a whole different story, and maybe this is the overall point you are trying to make here. But it seems to me you need to recheck your definition of the term ethical.

  •  
    14

    ErikSherman

    12/04/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    dkalens1, as I said that people investing in such a deal is legal, I'm not sure why you are asking me to find a law apparently to the contrary. (At least, if I'm understanding your second sentence correctly - it's muddled.) That would make it illegal, which isn't what I claimed.

    As for ethical, perhaps you think it's ethical to ask people to invest and then have management essentially unaccountable to these owners. Or, as you seem to agree that such an arrangement could reasonally be called unfair, are you really arguing that doing something unfair is actually ethical? If so, I think you are the one who needs to reexamine the definition of ethical. Here are the first two definitions from the Random House Dictionary (via Dictionary.com): 1. pertaining to or dealing with morals or the principles of morality; pertaining to right and wrong in conduct. 2. being in accordance with the rules or standards for right conduct or practice, esp. the standards of a profession.

    In my experience, unfair behavior is almost inevitably morally wrong.

  •  
    15

    dkalens1

    12/04/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    Let me make this perfectly simple and clear. First, I did not say it IS unfair, I am saying you could argue that it is unfair. I happen to agree with chad on this issue but that point is irrelevant. It is irrelevant because proposing a deal where both parties involved are completely aware of the stipulations allows the investor to decide whether or not they themselves believe it is an unfair deal. If they agree with you they might stay away from investing, if they agree with chad they might invest. The absolute point here is that no one has taken away the freedom of choice for the investors and it is therefore absolutely ridiculous to call it unethical.

  •  
    16

    dkalens1

    12/04/09 | Report as spam

    RE: Facebook Bigwigs Want To Be Newspaper Barons [UPDATE]

    Also,

    "dkalens1, the problem is that you are incorrect. There are legal responsibilities that public companies have besides a return on investment. If it were so simple, then the application of the relevant laws would be simple. But securites law is anything but. This isn't "biased and irrational." This is fact, as I've heard from the many, many securities lawyers, governance experts, and major investors I've spoken with at length over the years."

    If you are going to be so forthright in calling me wrong on this issue and as proof of this cite legal responsibilities that you have apparently heard from securities lawyers, governance experts, and major investments, I expect you to be able to give me at least one example of such laws . Maybe its just my background in the sciences, but when I have the expectation that when an argument is made there be some sort of supporting logic or evidence.

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