Facebook probably went public to make insiders rich: Shareholder

Shareholder takes on Facebook
Shareholder takes on Facebook   

The way Facebook structures its shareholders' vote is unfair and makes it look like the social media giant went public so its insiders could get rich, shareholder Julie Goodridge said Thursday.

Those insiders, like CEO Mark Zuckerberg, co-founder Eduardo Saverin and investor Marc Andreessen, own Class B shares. That means they get 10 votes per share. Regular investors, on the other hand, own Class A stock and get one vote per share.

SEC filings indicate Class B stockholders control about 74 percent of the voting power.

"Quite truthfully it just makes it look like, what I think is probably true ... Facebook going public was just a liquidity … matter. It was a way to make all of the insiders phenomenally wealthy overnight," the NorthStar Asset Management CEO said in an interview with CNBC's "Closing Bell."

That was evidenced by the fact that they sold $4 billion in shares after Facebook's market debut, she added.

Facebook CEO Mark Zuckerberg
Robert Galbraith | Reuters
Facebook CEO Mark Zuckerberg

Goodridge is pushing the company to give all stockholders an equal vote because otherwise the insiders can make decisions that aren't necessarily in the best interest of the majority of shareholders.

"If we want to … switch up the board of directors, we've got a problem with the auditors, we have virtually no say unless Mark Zuckerberg decides to vote along with us," she said.

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NorthStar Asset Management's clients own more than 51,000 shares of Facebook, with Goodridge and her daughter owning 376 of those shares.

Facebook certainly isn't the only company with this voting structure. Some may see it as a defense against activist investors. It can also be a way for start-ups to protect themselves from shareholders who want the companies to pare back on investing in the business or return capital to investors.

However, Goodridge argued that if Zuckerberg and company wanted to retain majority control over the company, they should have held onto the majority of shares.

"I don't think it's really ethical to have it both ways."

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According to preliminary results, Goodridge's proposal was rejected at Facebook's shareholder meeting Thursday but, even so, she said she won't sell her shares.

"I think Facebook is a really interesting story," she said. "They're taking over the world in a lot of ways ... but that doesn't mean we ... shouldn't have a right to come back in and question what's going on."

Facebook declined to comment on Goodridge's remarks.

—CNBC's Crystal Lau and Kelly Evans contributed to this report.