Analysis:SpaceX IPO gives Musk sweeping power and curbs shareholder rights

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NEW YORK, May 6 : SpaceX has adopted corporate governance policies that will erode typical shareholder protections in unprecedented ways, giving founder Elon Musk virtually unchecked executive authority when the rocket maker goes public later this year.

Excerpts of SpaceX's IPO registration statement reviewed by Reuters show the company is combining supervoting shares, mandatory arbitration, stricter rules on shareholder proposals and Texas corporate law to give Musk and other insiders broad control. At the same time, it sharply limits investors' ability to challenge management, sue in court and force votes on governance issues. 

And the only person who can fire Musk is Musk, who will retain majority control through supervoting shares. 

“It closes the voting door, the courthouse door and the proposal door simultaneously. It’s unprecedented in terms of creating a total lack of accountability,” said Bruce Herbert, CEO of Seattle-based sustainability-focused wealth management firm Newground Social Investment, which challenged Musk at his electric-vehicle company, Tesla, with a shareholder proposal that won 49 per cent of the vote in November. 

For all of Musk's controversies, many investors see him as a visionary able to achieve impossible things. At Tesla, the board recently awarded him a 10-year pay package worth close to $1 trillion, saying the company would lose significant value "without Elon." At SpaceX, much of his pay is tied to launching massive data centers in space and colonizing Mars.   

SpaceX did not respond to a request for comment. 

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The restrictions may not stop investors from piling in. 

Some investors see relinquishing some of their rights as the cost to buy in to what is expected to be the biggest initial public offering in history as SpaceX eyes up to $75 billion in proceeds and a $1.75 trillion valuation. Many investors fear missing out, especially if the billionaire entrepreneur can generate returns similar to those of Tesla. The EV maker's shares have risen to about $389 compared with their 2012 debut at $17. 

"SpaceX is going to be such a huge part of the market that for most portfolio managers it's very difficult not to buy, because it's going to be driving the price of everything," said Ann Lipton, a professor of law at the University of Colorado Law School.  "And if SpaceX soars, and you don't have a piece o...

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