SpaceX is about to go public. It could set records as the least shareholder-friendly public company of all time | Fortune

SpaceX filed for a long-awaited IPO, and governance watchdogs reviewing the S-1 filing raised concerns about a structure that favors the C-suite, the board, and especially founder Elon Musk. Critics argued that the registration statement would create an unusually management-favorable governance setup at a large scale. Public funds from California and New York, representing major retirement and controller interests, lodged detailed complaints in a letter to Musk and his top lieutenants. Observers said such one-sided terms would normally face pushback from exchanges and regulators, but were allowed due to Musk’s prominence and the IPO’s expected record size. The offering is expected to raise about $80 billion and reach an unprecedented market valuation, while shareholders face potential setbacks in rights.

"In a letter to Musk and his two top lieutenants on May 13, the California Public Employees' Retirement System (CalPERS), and the Controllers of New York City and State, charged that the registration statement "would constitute the most management-favorable governance structure ever brought to the U.S. markets at this scale.""

""I practice every day with the exchanges and regulators, and they would never accept this onerous and one-sided a structure for an emerging growth company. Normally, you'd see a lot of pushback. But because it's Musk, and the biggest IPO ever, and that everyone's vying to get a part of it, the exchanges are going along with it. It would never happen in my world.""

"SpaceX filed for its long awaited IPO. And as corporate governance watchdogs page through the S-1 filing one thing's for sure: They will find much to fret about. Indeed the governance apparatus stunningly favors the C-suite, the board, and especially founder Elon Musk, at the expense of shareholders."

"Indeed the offering-slated for listing on the NASDAQ-is expected to raise around $80 billion, and give the satellite and rocket colossus a market cap in the $1.5 trillion range, both all-time records for an IPO. But for the public fund managers overseeing over $1 trillion in assets for the likes of police officers, firefighters and nurses, the enterprise that promises to establish colonies on the moon and orbital data centers powered by solar panels also threatens a huge setback in shareholder rights."

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