And the prospectus says it plainly: "Mr. Musk will be able to control the outcome of matters requiring shareholder approval."

Musk holds over 85% voting power through Class B super-voting shares (10 votes/share). Public investors combined will have 15%.

What Musk Controls:

- CEO removal = his consent. You can't fire him even if he destroys the company

- Take business for himself. SpaceX gets a rocket deal? Musk can say "I'll do it at Tesla instead"

- 85% voting forever. No expiration, no time limit, permanent control

- Board elections. You have no power to elect directors you trust

Voting control doesn't change management's fiduciary duty to all shareholders. The founders retaining voting control has worked out fine for Alphabet shareholders.

I haven't read the prospectus but I would be interested to know, when he dies, to what degree the "... control the outcome of matters requiring shareholder approval" part will be inherited. Does that facility just go along with the Class B super-voting shares? And if it does what does it mean if more than one person inherits his shares?

On the subject of the governance structure this [1] is worth a read ...

"The company significantly limits shareholders' rights to sue. SpaceX's bylaws will make it clear that anyone who owns shares "irrevocably and unconditionally" waives all rights to pursue a jury trial. Shareholders will also be prohibited from bringing class actions against the company, its directors, officers, controlling shareholders or bankers tied to the IPO, according to the filing.

Instead, shareholders will be subject to mandatory arbitration, which had long been illegal in the U.S. The Securities and Exchange Commission reversed its position, opens new tab in September, allowing companies to adopt mandatory arbitration policies, which are private proceedings overseen by arbitrators."

... I can't remember how much he spent in Pennsylvania but you might argue it was money well spent.

[1] https://www.reuters.com/sustainability/boards-policy-regulat...

This should frankly be disqualifying for any company trying to go public. Super voting shares have their place but there's no scenario in which overall control of the company can be retained by super voting shareholders who make up a small minority of the overall shareholders.

The point of a company going public is not to just distribute possible profits among speculators, but to give the public a meaningful voice in company direction, in particular by offering escape hatches like being able to eject a CEO who's lost their mind and is no longer acting in the fiduciary best interest of the shareholders, which will so obviously happen here.

This isn't even a theoretical concern and it goes well beyond unfettered control of a single company. Look at the history:

1. One of Elon's companies (Tesla) bought out another of Elon's companies (Solar City) that was going bankrupt because it owed a lot of money to yet another of Elon's companies (SpaceX) [1];

2. Elon diverted $500M of NVidia H100 GPUs reserved for Tesla to xAI [2];

3. Elon made a buyout agreement for Twitter then tried to back out. Twitter sued (for specific performance) and a Delaware judge agreed. Elon completed the purchase before the court ordered him to [3]. That purchase was secured by his Tesla shares. He ran Twitter into the ground and then created xAI in 2023 [4]. Both Tesla and SpaceX "invested" billions into it. Elon ultimately used the funds to buy out Twitter at an inflated price (and still less than he paid) [5]. He ultimately then bailed out the xAI investors by having SpaceX acquire xAI [6]. IMHO this made SpaceX a significantly worse company. It was also used to inflate the value of SpaceX by using some wildly optimistic made up numbers about the AI total addressable market; and

4. The Cybertruck has been an unmitigated financial disaster. It's a terrible car and sales are awful. But that's OK because Elon uses SpaceX to buy Cybertrucks [7].

At least with the Google founders and Mark Zuckerberg, they only had one company so they weren't playing corporate shell games or using it as a personal slush fund on this scale.

[1]: https://www.nytimes.com/2026/04/24/technology/elon-musk-spac...

[2]: https://www.cnbc.com/2024/06/04/elon-musk-told-nvidia-to-shi...

[3]: https://www.npr.org/2022/10/06/1127346372/elon-musk-twitter-...

[4]: https://research.contrary.com/company/xai

[5]: https://www.reuters.com/markets/deals/musks-xai-buys-social-...

[6]: https://www.bbc.com/news/articles/cq6vnrye06po

[7]: https://www.businessinsider.com/spacex-bought-tesla-cybertru...

I think this is a very big issue. If SpaceX is very successful, will he pay out dividends, or will he spend everything on a mission to mars at a massive loss or something like that?

If we were a saner society, this would not be a valid way to carry out corporate governance.

This is just sole proprietorship with window dressing.

It is seriously baffling to me who is going to buy shares in this with 1) this structure and 2) at this valuation.

And it is a LOT of money that he is floating ($77B) so there have to be dumb people at scale for this to work.

Tons of people are already buying you don't have to sell it to them.

I'll happily take Musks proven and superior leadership with guarantees over letting the company decline chasing short term sugar hits that destroy it long term.