Meta has agreed to pay up to $17.1 billion to settle claims by 47 states and thousands of families making the case that Facebook and Instagram were engineered to addict children.
While the settlement appears to be a large sum, particularly for shareholders that will ultimately foot the bill, the number to understand in this story is 10. That’s the number of votes Mark Zuckerberg gets for every share held by an ordinary shareholder. He controls Meta through a dual-class stock system that gives him about 61% of the total voting power even though he owns just 13% of the company. Understanding that misalignment is the key to understanding how this corporate and global crisis happened in the first place.
In 2019, my organization, As You Sow, filed a shareholder resolution documenting more than 45 million images of child sexual abuse and torture tied to sex trafficking on Facebook. It filed resolutions for five consecutive years asking for the social network to protect its customers, employees, and shareholders, repair its fraying brand reputation, improve platform integrity, adopt self-regulation, and avoid the destruction of shareholder value associated with the serious and sometimes fatal harm that the company’s platform was enabling.
In 2020, faith-based investors brought a sex-trafficking survivor before Meta’s annual meeting, a woman groomed on Facebook between the ages of 15 to 18, then sexually trafficked. That year we filed the “Reboot Facebook” proposal, asking the company to verify accounts, remove the abuse images, and stop running political ads containing known lies.
In 2021, our content governance resolution won 63.1% of the independent shareholder vote, but once Zuckerberg’s outsized votes were considered, the headline tally reported was 19%. Two-thirds of shareholders – those who bear Meta’s financial risk — voted for the company to address these dangers before they became a crisis for shareholders. One man’s vote overrode them all and now every shareholder and a generation of children are paying the price.
The settlement may seem large, but it may be just the tip of the iceberg. The plaintiffs’ own models put the damages in the trillions; this payout, spread over 10 years, is roughly 2% of that — and it’s contingent. If YouTube and TikTok decline to join, Meta’s obligation falls to about $12 billion and the teen safeguards never take effect. Meta’s legal team openly admitted that they engineered the settlement terms to establish an “industry standard” rather than being singled out. We’ve seen this movie before. The 1998 tobacco Master Settlement made the biggest players the authors of their own rulebook, and they emerged more dominant than ever. Meta’s lawyers have no doubt read that history.
Worse, the fixes may not protect children at all. Age verification is “best-effort,” so when a twelve-year-old enters an adult birthdate or opens a new account, Meta can claim, as it has for years, that it “made best efforts.” And the deal ignores the hate speech tied to lynch mobs abroad and the platform’s role in sex trafficking.
Meta previously lost two cases in New Mexico this year: $375 million in March, $567 million in August, for creating a public nuisance. A Los Angeles jury found Meta and Alphabet negligent in platform design. Thousands of suits remain, with trials resuming in October and many more billions of dollars in costs at stake.
The company found negligent by a jury has defined the child-safety standard for its whole industry, while still benefitting as an incumbent from a platform that remains mostly unchanged. A settlement that low-balls the monetary damages for harm to a whole generation, admits no wrongdoing, and entrenches market share, is a fine outcome for management but a poor one for shareholders who retain the litigation exposure, the brand damage, and the defective product. It is the type of deal we would expect from an unaccountable executive like Zuckerberg.
So, what fixes the underlying problem? It’s maddeningly basic: One share, one vote.
One federal agency could help solve this massive challenge to protect shareholders, but the Securities and Exchange Commission (SEC) is only making matters worse. It recently initiated a proceeding to rescind Rule 14a-8, the very rule that allows shareholders to submit proposals. It is just the latest in a relentless and short-sighted campaign to restrict and eliminate the exchange of information between shareholders and the public companies they own.
Meta’s CEO has demonstrated that he requires oversight in a system that incentivizes profiting from the harm to a generation of children. Regulators are moving in the opposite direction by silencing the vast majority of shareholders. Now is the time for all stakeholders to come together and protect our rights by removing dual class share structures and making sure one man cannot damage a whole generation of children ever again.
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