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CEDTy Clea

The tech mogul strongman is on the rise

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By Adrian Wooldridge THE RISE of the liberal order in the 19th century depended on two revolutions. The most obvious was in the political sphere, where reformers restrained over-mighty rulers with a combination of constitutional rules and individual rights. But just as important was the transformation of the business world that created public companies, answerable to their shareowners rather than the government. That political model began to crumble with Vladimir Putin's ascent to the Russian presidency, and continues to devolve with the rise of strongmen (and strongwomen) globally. But it is the reversal of the second revolution that may prove the most long-lasting and history-shaping. Previously, public companies had been instruments of state power: countries granted organizations such as the East India Co. the twin privileges of limited liability and trading monopolies in return for fulfilling national purposes and paying government rents. That structure was swept aside in the 1800s: Now anybody could create a limited-liability company so long as they could put together a board and management team. Robert Lowe, chancellor of the exchequer under William Gladstone, called these companies 'little republics' because they simultaneously limited the power of the state and bound themselves to strict constitutional rules. Lowe's 'little republics' are now under threat, both externally and internally. Donald Trump has asserted his power over even the biggest US companies, taking stakes in some, such as Intel Corp., and telling others, including Apple, Inc., where to locate their supply chains. The internal transformation has been even more far-reaching. Google's 2004 initial public offering launched a new corporate era in which the link between control and ownership has been severed and the constraints on founders weakened or removed. The company that would eventually become Alphabet, Inc. adopted three classes of shares: A shares with one vote, B shares with 10 votes, and C shares with no votes. Today, co-founders Larry Page and Sergey Brin retain more than 50% of the company's voting power, despite retiring from day-to-day management and owning less than 11% of its outstanding voting stock. Mark Zuckerberg exercises voting control over Meta Platforms, Inc. while owning about 13% of the shares but, unlike Page and Brin, continues to run the company as chief executive officer and chairman. Palantir Technologies, Inc. has created a particularly intricate ownership structure whereby its three founders, Peter Thiel, Alex Karp, and Stephen Cohen, each hold a third of a special class of shares, the value of which adjusts so that their combined voting power always equals 49.9%. Concentrated ownership inevitably reduces the oversight directors or shareholders can exercise. But that's only part of the problem. Successful CEOs such as Zuckerberg have their pick of compliant directors. What does 'independent' mean when the controlling shareholder oversees the composition of the board? CEOs can also up stakes if someone gets in their way. Elon Musk failed to take the same precautions in securing control over Tesla, Inc. and, in 2018, faced a shareholder revolt over his pay. The Delaware Court of Chancery sided with the shareholders, so Musk simply reincorporated his company in Texas, a less shareholder friendly jurisdiction. In November 2025, cowed shareholders handed him a pay package worth $1 trillion, explicitly designed to increase his voting power. This cocktail — dual-class shares, subservient directors, and jurisdiction shopping — has created a new type of corporation: public capital combined with private control. Many of the most powerful companies in the world are no longer classic public companies in which shareholders elect a board that can replace management. Instead, they're something new: vehicles whereby visionary CEOs can raise money without losing control and opportunities for the public to bet on great men. A recent academic study found that the proportion of US tech IPOs with dual-class shares increased to 50% in 2022 from 15% in 2012. And the movement is still gathering momentum. Grab Holdings Ltd. shareholders recently voted to double the voting power of Class B shares, handing co-founder Anthony Tan as much as 74.5% of voting rights. Cloudflare, Inc. has won approval to replace its dual-class shares with triple-class shares. Musk has introduced a dual voting structure in SpaceX to make up for his mistake with Tesla: He controls around 90% of Class B shares, which carry 10 votes each, giving him more than 80% of voting power, and obliged shareholders to forgo the right to a jury trial or class-action suit. Class B shares also hold the sole power to remove Musk as chairman and CEO, meaning that he can't be ousted without his own consent. So what? Critics of capitalism have long complained that companies are blinded by the need to generate short-term results to satisfy the stock market. Alphabet and its ilk have come up with a way of raising public money while retaining the freedom to make long-term investments in risky but potentially world-transforming technologies. Investors who don't want to sacrifice corporate control have plenty of conventionally governed options. Surely such corporate innovation should be celebrated rather than reviled — particularly if it is driving, as with artificial intelligence, a great technological revolution? There are nevertheless reasons for worry: These new corporate forms exploit shareholder capitalism's legal protections while escaping its discipline. Good corporate governance is insurance against bad or rogue management. Like all insurance, it only makes sense when things go wrong. It is not enough to say that some of these strongmen CEOs are doing a good job; we need to think about what happens if one goes off the rails. Henry Ford almost destroyed what was once the world's greatest car company because he refused to limit his control or listen to critics. Both Uber Technologies, Inc. and Zenefits found it harder to oust erring CEOs because they had dual-class share structures. Musk has even ensured that he can control SpaceX from beyond the grave by allowing super-voting shares to be passed to his heirs. The cost of mismanagement is not just borne by companies and their investors. Limited liability involves a bargain between the public and the corporation: We agree to pick up the bill for corporate failure in return for the right to invest and exercise influence over management. This gives society, through institutions such as the stock market and the Securities and Exchange Commission, rather than just active investors, a right to insist on corporate rules. The biggest worry is the concentration of power in the hands of a few. And the close relationship between Donald Trump and his favorite CEOs means that the state can reach deep into the private sector and vice versa. To put it simply: An interconnected public-and-private oligarchy rules with ever fewer constraints. This arrangement would be worrying enough in ordinary times. But it is taking place at a moment when AI is remaking the world. Such fundamental change requires careful oversight from a variety of interest groups if it is to serve the general good. Thanks to a combined political and corporate revolution, it is instead being driven by a tiny handful of people who are answerable to nobody but themselves. BLOOMBERG OPINION
The tech mogul strongman is on the rise
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