Facebook unveiled plans for the biggest ever Internet IPO that could raise as much as $10 billion, but made it clear CEO Mark Zuckerberg will exercise almost complete control over the company, leaving investors with little say.
The Harvard dropout, who launched the social networking phenomenon from his dorm room, will control 56.9 percent of the voting shares in a company expected to be valued at up to $100 billion when it goes public. Facebook says it has 845 million active monthly users.
Wednesday's long-awaited filing kicks off a process that will culminate in Silicon Valley's biggest coming-out party since the heyday of the dotcom boom and bust.
In its filing Facebook says it is seeking to raise $5 billion, but that is a figure used to calculate registration fees among others and analysts estimate it could tap investors for $10 billion.
That would value the company at $100 billion, dwarfing storied tech giants such as Hewlett Packard Co, while validating the explosive growth worldwide of social media as communication and entertainment.
Zuckerberg's economic control of about 28 percent of the shares would be worth $28 billion at a $100 billion valuation, ranking him as the fourth-richest American.
The 27-year-old's ownership position means Facebook, a company dissected in 2010's Oscar-winning "The Social Network", will not need to appoint a majority of independent directors or set up board committees to oversee compensation and other matters.
The company's ownership structure and bylaws go against shareholder-friendly corporate governance practices put in place in the United States after years of investor activism.
As Facebook states in its prospectus, Zuckerberg will "control all matters submitted to stockholders for vote, as well as the overall management and direction of our company."
Zuckerberg struck deals with several Facebook investors that granted him voting rights over their shares in all or most situations. Those included Yuri Milner's DST Global, venture capital firm The Founders Fund, and entities affiliated with Technology Crossover Ventures, the IPO filing shows.
Google Inc's Sergey Brin and Larry Page retained control of the search giant through similar arrangements and the Sulzbergers did much the same at the New York Times.
"Zuckerberg, at the time, probably had his choice of investors," said Steven Kaplan, a professor at University of Chicago's Booth School of Business, who researches venture capital and corporate governance. "He basically had the ability to say 'my way or the highway.'"
"The downside of doing this is that the value of Facebook may be slightly lower than it would be if he were not retaining control."
Facebook could make its market debut in the middle of the year based on the usual timetable of IPOs.
Its IPO prospectus shows that Facebook generated $3.71 billion in revenue and made $1 billion in net profit last year, up 65 percent from the $606 million it made in 2010.
"We often talk about inventions like the printing press and the television," Zuckerberg said in a letter accompanying the documents. "Today, our society has reached another tipping point."
"The scale of the technology and infrastructure that must be built is unprecedented."
Facebook appointed Morgan Stanley, Goldman Sachs and JPMorgan as its lead underwriters. Other bookrunners include Bank of America Merrill Lynch, Barclays Capital and Allen & Co.
Zuckerberg agreed to cut his compensation from $1.48 million last year to $1 effective January 1, 2013, following the example of Apple founder Steve Jobs.
Facebook's chief operating officer and Zuckerberg's top lieutenant, Sheryl Sandberg, earned $30.8 million in total compensation last year.
