One Share, No Vote: How the SpaceX IPO Signals the End of Shareholder Rights

Alphabet has delivered nearly tenfold returns over the last decade. Meta more than fivefold. These are transformational companies that are now leading the AI revolution that will define the next era of the global economy and shape democracies around the world.

But those returns came alongside the Cambridge Analytica data breach. Alongside algorithms that amplified political violence in Myanmar. Alongside two landmark jury verdicts finding Meta knowingly harmed children.

Their governance structures made accountability impossible—by design.

Within dual-class share structures, Class A shares offered to the public carry one vote per share, while insiders hold Class B shares that carry ten votes per share. 

The result? No matter how many shares the public owns collectively, insiders will always control the outcome.

Mark Zuckerberg controls 61% of Meta’s voting power while owning just 14% of its economic interest. Larry Page and Sergey Brin control 52% of Alphabet’s total voting power while owning less than 11% of its stock. Now, Elon Musk controls roughly 85% of SpaceX’s voting power despite owning approximately 42% of the equity.

We know this pattern well. NorthStar has spent 11 years filing shareholder proposals at both Meta and Alphabet asking for a simple thing: one share, one vote. The results are stunning and instructive. Strip out insider votes, and independent shareholders support our proposals at 88% at Meta and 98% at Alphabet. Essentially unanimous. And it has changed nothing, because structurally, it cannot. Founders will never vote to limit their own power. The system is working exactly as designed.

SpaceX has now codified that system more aggressively than any company in U.S. history.

Musk serves simultaneously as CEO, CTO, and chairman of the board, and handpicks every director. The New York State Comptroller, the New York City Comptroller, and the CEO of CalPERS representing over $1 trillion in assets held on behalf of working people warned that this is “the most management-favorable governance structure ever brought to the U.S. public markets at this scale.” To even raise a formal concern as a shareholder, you would need $100 billion in holdings and yet Musk would still overrule you.

When you buy into a dual-class company, you are making a trade-off. You surrender any meaningful voice in how the company is run, what decisions it makes, or who it harms, in exchange for exposure to its returns. When those governance concerns are explicitly outlined, publicly debated, and flagged by some of the largest pension funds in the country, and investors buy in anyway, that is a conscious decision to prioritize returns above rights. The SpaceX IPO was four times oversubscribed, investors have made their choice.

The SpaceX IPO signals the end of shareholder democracy…

The decisions that shape public opinion, political outcomes, and democracy itself are being made by founders with unchecked, permanent control — and no one can hold them accountable.

Anthropic and OpenAI, both expected to go public with dual-class structures of their own, are watching. If the SpaceX offering taught founders anything, it is that the market will absorb whatever governance structure they choose.

As Facebook whistleblower Frances Haugen told Congress, “There is no one currently holding Mark accountable but himself.” The same is now true of Elon Musk.

God help us all.

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About NorthStar Asset Management

NorthStar Asset Management, Inc. is a wealth management firm based in Boston with a focus on socially responsible investing. Founded in 1990, NorthStar uses shareholder activism to drive corporate accountability while managing portfolios for individuals, families, and institutions. The firm is a certified B Corporation, employee owned, and UN PRI Signatory.

The views and opinions expressed herein are those of the author(s) and do not necessarily represent the views and opinions of NorthStar Asset Management.  Advisory services offered through NorthStar Asset Management, Inc., a registered investment adviser. Registration does not imply any level of skill or training. This information is general in nature and is for informational and educational purposes. It is neither an offer to sell nor a solicitation of any offer to buy any securities, investment products, or investment advisory services.

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