December 23, 2024

Why Jeff Bezos’ Divorce Should Worry Amazon Investors

Jeff Bezos and his wife, MacKenzie, may be the first billionaire couple with a huge stake in an enormous technology company to announce their divorce.

They won’t be the last.

The surprise announcement last week that the Bezoses would divorce after 25 years of marriage instantly raised questions about the future of their 16 percent, roughly $140 billion stake in Amazon. As its founder, chairman, chief executive and largest shareholder, Mr. Bezos exerts almost complete control over the company he created.

The big question is, now what? Will Ms. Bezos sell her portion of the family’s vast Amazon holdings? Will she seek a seat on the company’s board? Will she push for big strategic or management changes?

The Bezos divorce could have consequences for investors in other companies with billionaire founders — Google, Facebook, Groupon and Snap, to name a few. Unlike Mr. Bezos, who owns Amazon shares with ordinary voting rights, these tech entrepreneurs wield control of their companies by holding special classes of shares that confer extra power to their owners.

To put it more explicitly: What would happen if Mark Zuckerberg and his wife filed for divorce?

That’s not to suggest there’s anything amiss in the relationship between Mr. Zuckerberg and Priscilla Chan, or with the marriages of controlling shareholders at any other giant tech company.

But more such breakups are inevitable — after all, the divorce rate in California is about 60 percent, and many of the founders of high-flying Silicon Valley companies are only now reaching the age for the proverbial midlife crisis.

The phenomenon of tech companies with controlling founders is still relatively recent. Google set a trend when it went public in 2004 with dual-class shares that enshrined Sergey Brin and Larry Page as the controlling owners. In the ensuing 15 years, about two-thirds of initial public stock offerings backed by venture capital funds have involved similar super-shares, according to Dealogic.

The fate of such controlling shares in cases of divorce is, or should be, of intense interest to investors.

David F. Larcker, director of the Corporate Governance Research Initiative at Stanford’s business school and a co-author of “Separation Anxiety: The Impact of CEO Divorce on Shareholders,” said his research showed that “shareholders should pay attention to matters involving the personal lives of C.E.O.s and take this information into account when making investment decisions.”

The law doesn’t explicitly require controlling shareholders to disclose prenuptial or other agreements that could affect the disposal of their company stakes in the event of divorce. But some experts said they would support such a requirement.

“It’s absolutely material, and as a result it should be disclosed,” said John C. Coffee Jr., director of the Center for Corporate Governance at Columbia University. In theory, he said, any provision that would reassure investors would lead to a higher share price. “There’s no question it’s in the best of interests of shareholders,” he said.

Charles M. Elson, a professor and director of the corporate governance center at the University of Delaware, also supports the disclosure of prenuptial agreements. “No one thought a Bezos divorce was a risk factor” for Amazon, Mr. Elson said. “Now no one knows how this will turn out. From a shareholder perspective, it’s certainly material.”

Mr. Larcker said requiring public disclosure might be going a little too far, considering the privacy issues involved. But he agreed that, at the least, a board needed to be kept fully informed.

Read more The Nytimes

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