I have to say it feels like the founders want to have their cake and eat it. They want the money that comes from an IPO but they don't want to give up any control. Facebook is the same, Zuckerberg has the majority of the voting shares but a lot less than 50% of actual shareholding. This seems to be becoming increasing common with tech start ups.
If you want others to invest and take on a financial risk then they should get an equal and fair voting share. If I was the stock exchange I would ban this kind of crap.
Yeah, personally I would be really upset if my fellow shareholders voted for a poor direction for the company. So, if the vision and direction of a company's leaders continue to do well for the company, I'd totally be on board investing. I wouldn't have to worry about the public eye being reactionary to any speed bumps.
Realistically what are most shareholders going to with a voting share? Unless you are big fund manager with a significant voting block, what are a few votes going to do for you? I think most people are content to put their trust in the people who got the company this far, for the most part their interests should be aligned anyways.
Very few shareholders have enough shares for their votes to matter, pursue any kind of activism, or have any influence over the companies they invest in.
Instead of banning it, what is the harm in letting the supposedly sophisticated investors who play in the stock market determine if it's worth the risk of not having a voting share in a stock or not?
There are even some people who argue that index funds will use their voting power to influence companies not to compete with other companies in the same index, which will lead to dysfunction in the market. Matt Levine on Bloomberg View mentions these arguments from time to time.
On the other hand, investor usually focus on short term return while founders may focus on long term vision (just my wild guess). Their objectives might not align
I would much rather see the entrepreneurs execute on the company's mission rather than let short term Wall Street hedge fund managers and bankers dictate the company's direction. Facebook has done incredibly well by having Mark on the lead without too much external influence. Given how visionary company Snap is, I think this will be the best for them.
I don't see what the upside is to preventing founders to sell non-voting shares to the public. There are always other ways to raise capital with negotiated terms. The great thing about publicly traded companies is that it allows anyone to invest in a low cost standardized and liquid fashion. Onerous restrictions on the IPO market will just discourage IPOs in favor of other methods of raising capital where the gains are not available to smaller investors
Of course there is a risk in that, and that's why non-voting shares usually trade to a discount to voting shares. If the voting members fleece the non-voting members, this will make it increasingly difficult to raise money in the future without diluting ownership (GOOG vs GOOGL is about 3% discount)
Can you explain why it will be different this time around to have an unregulated public market that lead to the great depression? I ask because your comment would apply to any regulation in the public markets. Can you at least explain why this specific situation would not be problematic?
I don't see why you would care about voting rights in an index fund. But anyway, if you don't like such stocks, you should probably avoid index funds altogether. You have no control over what is in the index -- some indexes change frequently, and some index funds switch to different indexes.
What makes you think that the outside investors know more about what's best for the company than the founders / management with large ownership stakes themselves?
Are you sure that giving up voting rights is a good thing for the future success of the company? Why not let individual companies try this idea - maybe it's a good thing?
Snapchat is mostly a texting app. Yes - their value prop is around 'sharing moments' and they do it well. Also - they have other ancilliary offers.
And yes - they are the kings of college aged-students, and the 'cool thing' for now.
But - texting is to some extent a commodity, and 'cool brands' fade. Facebook used to be cool - then they turned into a utility. Twitter was cool, and now it's at utility stage as well.
And - do they really have the capacity to grow to 1.5 billion people? Facebook eventually had 'your parents'. Snapchat will not. Twitter has tons of regular folk. Snapchat probably will not. So there's a limit to their growth.
The question is - can Snapchat exist as a utility when the buzz dies down? Will they anchor themselves as 'the' texting platform, do they have that kind of incumbency?
Snapchat is going nowhere anytime soon, and it's entirely feasible they stay relevant for a long time.
But - the valuation is pretty dam high.
In order to justify a 17B valuation it means you have to produce 17B in profits at todays dollar value. That's a lot of money. It means 1 B in profits in the bank or back to shareholders for 17 years :).
So it's a pretty big valuation to live up to, even if they are fairly successful.
But they are definitely cashing in at exactly the right moment. They hype is at a nadir. They can't get any cooler, though they could break through to other demographics/countries/markets etc which would keep investors happy.
Social media platforms seem to be pretty fickle. Of course there are a couple of behemoths such as FB who don't seem to be going anywhere anytime soon, but how does a company like Snap create a moat around their business or keep it defensible long-term?
Please don't take my question to mean that I don't see the product/company as compelling. I don't personally use Snap (when I did a little bit, I enjoyed it), but I guess I just don't understand how to valuate a company like this. Is it mostly branding wherein, somehow someway, they've managed to completely own a certain demographic (here it seems 25 year-olds and under) and they are, therefore, seen as a new medium/platform where brands will be putting a lot of their ad spend?
Forgive the rant, just wondering how people think about this.
Snapchat is HUGE with college aged and under, they check it nonstop and it has become the go to social platform. It also has pretty good ideas for revenue between custom filters that anyone can pay for (different tiers) and placing ads in between stories when watching them. They can be skipped and are pretty non intrusive.
I really like snapchat because it is super casual and there is no inherent risk in throwing something goofy together, and no pressure of getting likes or upvotes or anything.
I'm recently removed from that demo, and anecdotally can confirm this.
Facebook is where your relatives are, and Instagram is where your entire peer group is. Snapchat is where you can share with who you want (send private snaps to groups, and post stories to the public) while still seeing everyone's content. All while being reasonably confident that your photos/videos aren't being saved (or at least notified when they are, assuming somebody doesnt have an external camera ready).
All of that, plus the ads just feel fair. They exist, appear at the "right" times, and can easily be skipped if content isn't interesting.
I used to think snapchat was a fad. But as its evolved, I've become increasingly confident in their ability to stay relevant.
Edit: I didn't awknowledge your "no like count" point - also spot on. Only visible metric is views to your story, and that isn't public. Pressure to post something "amazing" just doesn't exist like other social networks.
The filters are fun, too. It might sound weird, but my SO and I will sometimes just snapchat each other over the span of a couple hours with weird faces from the filters.
Partially because we're doing long distance at the moment, but a lot of it has to do with how fun the filters are—and they're always changing them, too!
This is what happens to all social media platforms in time. Young people don't want to be where their parents are. Then the parents arrive. Then the young people leave. It's a constant cycle.
I used to think snapchat was a fad too. I scoffed at the 4 (?) billion dollar offer they turned down. But now I am sure it is not and that its worth more.
All of that, plus the ads just feel fair. They exist, appear at the "right" times, and can easily be skipped if content isn't interesting.
I won't dispute your other points, but I wonder, since skipping the ads is so easy, does anyone ever NOT skip them? I know I certainly have never watched one voluntarily. I also know that I'm a bit of an outlier when it comes to that sort of thing, but I really can't think of any good reason why people wouldn't just skip them every time.
I thought the same until I picked it up again a few months ago. There are several factors to it's success (IMO) that are immediately obvious to my demographic (20-30):
* It's simple, stream-lined, and private (to an average user, maybe not the HN crowd) when compared to Facebook or any other social app.
* It appeals strongly to both men and women, which I think is an underrated aspect when it comes to viral tech popularity.
* It can be a more modest form of flirting then Tinder, or a more personable touch then text messaging, often playing a role in relationship building of all kinds.
* It's fun and free.
* It's a fantastic way to keep in touch with old friends, being much easier then a phone call (to the socially anxious among us) and providing a visual connection showing exactly what you are doing in that moment.
I get the sense that every generation has their very own chat app. Each was poised to take over the world yet they all eventually faded. One thing my GF pointed out, imagine how we would feel about FB today had they not owned Instagram? Of course instagram may not have become what it is without FB but a bit scary to see such a dramatic shift away from the core platform.
>Of course there are a couple of behemoths such as FB who don't seem to be going anywhere anytime soon
Keep in mind Facebook is, what, 12 years old? Popular for 8 or 9 years? It is still a baby itself. Would anyone be shocked if it was a shadow of today's version in another 12 years?
Nope, it's part of a trend that began with the Google IPO. Larry and Sergey kept control, but investors made money so they didn't care. Then Zuck tried the same thing, and it was a bit of rocky start, but investors still made money eventually. It will keep going until there is a disastrous IPO where founders keep control and investors lose their shirts and realize they have no recourse. Then it will stop.
A few publicly held companies with multiple classes of stock have tanked. Zynga (remember Farmville?) is one. Their shareholders are suing the directors for insider trading; the insiders sold around $12 and the stock then crashed to around $3. Groupon is another. Their stock dropped over 75%. Management lost a shareholder lawsuit and paid out $45 million to shareholders.
If a company goes into any form of bankruptcy, the insider control goes away. That's why Ford Motor Company didn't go bankrupt like GM and Chrysler - the Ford family would lose control. So their financial management is more conservative than the other auto companies.
Voting rights are nearly worthless in practical terms until you own enough shares to demand a board seat, at which point voting rights become worth a lot. It's almost a step function.
This is very interesting for me to think about. Perhaps someone smarter can explain what this means and answer some questions.
A. On Google finance [1,2], it shows that both GOOG and GOOGL have a market cap of $565B. There is a difference in share price, but also a difference in the number of shares outstanding. Is this correct or a google finance mistake / confusing point?
B. Assuming the discount for the non-voting shares is as you mentioned it, does this mean that shareholders value their vote for google at ~2.5x their vote for Zillow?
C. At 2.8% of Google's market cap, that would mean Google's shareholders value voting rights for google at $15B - a huge amount. What votes does the market see that's worth $15B?
D. It's an often stated point that the stock market and Wall Street focus on short term earnings, at the expense of long term results - and that the management would be more successful in the long term if they didn't have pressure from Wall Street. Does the discount for non-voting shares help determine if this point is true or not?
I'm no expert, just a man with a calculator, but I'll take a stab.
A. Do the multiplication - each share class only accounts for about half the market cap, so presumably Google Finance (or its source) knows that GOOG and GOOGL are the same company and sums them. I don't know why Z/ZG don't have the same property, though.
B. I don't think the per-share spread is particularly illuminating here, because the distribution of outstanding shares between voting and nonvoting is different for each company (if there are relatively few voting shares, then I would expect the per-share spread to be higher proportionally, since each vote is more valuable). I'd be more interested in the total price of all votes - calculated as:
(((price per voting share) - (price per non-voting share)) * (# of voting shares))
so I'd say investors actually value voting in Google at about 3.5x their vote in Zillow, proportional to overall company value. I'd be somewhat interested to see if this metric correlates with things like P/E ratio (e.g., are investors more or less interested in voting rights in fast-growing companies?), founder share status (e.g., does a high Google vote price mean that investors think the founders are more likely to cede their majority stake?), etc., or if it's just a case-by-case thing (e.g., due to liquidity issues like the other response talked about with CMG).
C. That number should be "only" about 6.8B (per-share premium * number of shares of GOOGL); parent's calculation roughly double-counts the value of the vote (not exactly double since there are more shares of GOOG than GOOGL).
Total control over Google would be immensely valuable - worth much, much more than $7B - so presumably the difference that large investors are willing to pay is based on a probability distribution of how many shares one would expect to need to control to have any influence on the board, weighted by what that influence would actually be worth (presumably fairly little, since Page/Brin/Schmidt hold a controlling majority of votes). The marginal value per vote is also different depending on how many you have - for an average investor, it's probably zero; for the institution trying to muscle its way onto the board, it's probably much more than $26/vote.
D. This reads like a college essay question, and I feel like you have an answer in mind, but it's not immediately obvious to me what the two have to do with each other.
A: Market capitalization is of an enterprise, not of a share class.
B: I think you're overthinking this a little bit.
C: GOOG and GOOGL have subtle differences between them beyond just the voting rights. For example, GOOG != GOOGL. If you have a contract which obligates you to give someone a share of GOOG, a share of GOOGL does not settle that contract. There are some liquidity-related problems, as there is substantial retail interest in Google and retail traders generally disproportionately have access only to one share class.
One of my favorite examples for this: back in the day, there were two classes of Chipotle, CMG and CMG.B. They were identical in every way except CMG.B had 5x the voting rights. Which traded at a discount to which? Answer: CMG.B routinely traded at a 10% discount. That's either enough to shake one's faith in the efficient markets hypothesis or it's a powerful illustration that in the short run market microstructure matters A LOT.
(I had originally become a shareholder in the A class and started buying B after I was aware of the mispricing. That worked out pretty well. I was far from the only person who realized this, but it was impossible to arbitrage away the difference profitably due to overwhelming short interest in CMG, which meant the cost of borrowing CMG to buy CMG.B and holding them to convergence was untenable. Eventually, some larger institutional buyers just crowded into CMG.B and voted to convert the B shares on a 1:1 basis to the A shares, immediately cutting off their voting power and realizing massive gains.)
A stock with no voting power and no dividends is entirely worthless. You're basically just giving your money away to the company.
It's akin to buying shares in The Green Bay Packers, where fans can buy ceremonial shares of the Packers, with absolutely no value.
I don't understand why you would buy a share like this, besides relying on the Greater Fool theory to make money. It's essentially like buying a collectible like a baseball card and hoping that you can sell it to some other fool at a later time.
I don't know why people are voting your comment down. You're exactly right, in terms of any conventional stock analysis: if there's no dividend and no control, you're not getting a share of the business in any real sense.
Shares like this have value only in the bitcoin sense: they're valuable solely because people think they're valuable.
>Shares like this have value only in the bitcoin sense: they're valuable solely because people think they're valuable.
That's not true, you have ownership in the company proportional to the amount of stock you own. Just like any other stock. If the company is bought out or decides to give out dividends in the future you stand to make money. That is why the stock value tends to track the company's ups and downs. Comparing a stock to bitcoin is ludicrous.
And if the buy out is just of the voting rights stocks? There's no need to buy out non voting rights stocks if you want control.
Give out dividends out of the goodness of their hearts?
Why does investing in collectibles make you a fool? Depending on the item, it may be just as likely to appreciate in value as a blue chip stock (with voting power and dividends).
I can imagine you arguing that a baseball card is just a worthless piece of cardboard but you could make the same argument about practically anything. What about stock in a sports collectibles company that sells millions of baseball cards, is that somehow better?
Are social networks better investments? What about fine foods, clothing or pretty much anything that makes up most of the economic worth of the world? If you live a strictly minimalistic life then there is nothing beyond the bare essentials that has any intrinsic value.
While that makes logical sense, the practical value of stock -- even stock that doesn't pay dividends -- for the average investor is rarely dependent on voting power. How many small investors actually leverage voting rights? The value is almost always predicated on the expectation that the company will do well and someone else will be willing to buy it off of you for more than you paid, despite having no intrinsic up side to the owner.
(TIL the Greater Fool theory -- and while it seems like a bad bet, there are LOTS of stocks on the market that work exactly that way.)
63 comments
[ 2.6 ms ] story [ 111 ms ] threadIf you want others to invest and take on a financial risk then they should get an equal and fair voting share. If I was the stock exchange I would ban this kind of crap.
Vote your shares, or be an activist shareholder, if the business goes south.
If I were the stock exchange, I would let my customers decide what they were willing to buy rather than dictate to them.
Besides, most investors don't care about voting rights, because they will never own enough shares for their voting rights to matter.
As a buyer, you have no right to dictate what gets sold. There "should" be no imperative that the seller is beholden to.
If the business wants to sell shares with no voting rights, they'll do it. If nobody buys, then they'll change it.
Not quite.
This is why there are tons of regulations (most of them good) around being a publicly traded company.
It has happened in the past.
You say that, and many may agree with you, but the regulators may have a different view point and may take contrary actions.
I don't really want one of these stocks in my index fund, but I'm stuck with Google (who also runs like this) generally being part of such a thing.
Are you sure that giving up voting rights is a good thing for the future success of the company? Why not let individual companies try this idea - maybe it's a good thing?
Snapchat is mostly a texting app. Yes - their value prop is around 'sharing moments' and they do it well. Also - they have other ancilliary offers.
And yes - they are the kings of college aged-students, and the 'cool thing' for now.
But - texting is to some extent a commodity, and 'cool brands' fade. Facebook used to be cool - then they turned into a utility. Twitter was cool, and now it's at utility stage as well.
And - do they really have the capacity to grow to 1.5 billion people? Facebook eventually had 'your parents'. Snapchat will not. Twitter has tons of regular folk. Snapchat probably will not. So there's a limit to their growth.
The question is - can Snapchat exist as a utility when the buzz dies down? Will they anchor themselves as 'the' texting platform, do they have that kind of incumbency?
Snapchat is going nowhere anytime soon, and it's entirely feasible they stay relevant for a long time.
But - the valuation is pretty dam high.
In order to justify a 17B valuation it means you have to produce 17B in profits at todays dollar value. That's a lot of money. It means 1 B in profits in the bank or back to shareholders for 17 years :).
So it's a pretty big valuation to live up to, even if they are fairly successful.
But they are definitely cashing in at exactly the right moment. They hype is at a nadir. They can't get any cooler, though they could break through to other demographics/countries/markets etc which would keep investors happy.
Social media platforms seem to be pretty fickle. Of course there are a couple of behemoths such as FB who don't seem to be going anywhere anytime soon, but how does a company like Snap create a moat around their business or keep it defensible long-term?
Please don't take my question to mean that I don't see the product/company as compelling. I don't personally use Snap (when I did a little bit, I enjoyed it), but I guess I just don't understand how to valuate a company like this. Is it mostly branding wherein, somehow someway, they've managed to completely own a certain demographic (here it seems 25 year-olds and under) and they are, therefore, seen as a new medium/platform where brands will be putting a lot of their ad spend?
Forgive the rant, just wondering how people think about this.
I really like snapchat because it is super casual and there is no inherent risk in throwing something goofy together, and no pressure of getting likes or upvotes or anything.
Facebook is where your relatives are, and Instagram is where your entire peer group is. Snapchat is where you can share with who you want (send private snaps to groups, and post stories to the public) while still seeing everyone's content. All while being reasonably confident that your photos/videos aren't being saved (or at least notified when they are, assuming somebody doesnt have an external camera ready).
All of that, plus the ads just feel fair. They exist, appear at the "right" times, and can easily be skipped if content isn't interesting.
I used to think snapchat was a fad. But as its evolved, I've become increasingly confident in their ability to stay relevant.
Edit: I didn't awknowledge your "no like count" point - also spot on. Only visible metric is views to your story, and that isn't public. Pressure to post something "amazing" just doesn't exist like other social networks.
Partially because we're doing long distance at the moment, but a lot of it has to do with how fun the filters are—and they're always changing them, too!
This is what happens to all social media platforms in time. Young people don't want to be where their parents are. Then the parents arrive. Then the young people leave. It's a constant cycle.
I won't dispute your other points, but I wonder, since skipping the ads is so easy, does anyone ever NOT skip them? I know I certainly have never watched one voluntarily. I also know that I'm a bit of an outlier when it comes to that sort of thing, but I really can't think of any good reason why people wouldn't just skip them every time.
* It's simple, stream-lined, and private (to an average user, maybe not the HN crowd) when compared to Facebook or any other social app.
* It appeals strongly to both men and women, which I think is an underrated aspect when it comes to viral tech popularity.
* It can be a more modest form of flirting then Tinder, or a more personable touch then text messaging, often playing a role in relationship building of all kinds.
* It's fun and free.
* It's a fantastic way to keep in touch with old friends, being much easier then a phone call (to the socially anxious among us) and providing a visual connection showing exactly what you are doing in that moment.
Prodigy mIRC Aim MSN Messenger Yahoo Messenger Skype GChat Facebook Messenger Whatsapp Snapchat
Keep in mind Facebook is, what, 12 years old? Popular for 8 or 9 years? It is still a baby itself. Would anyone be shocked if it was a shadow of today's version in another 12 years?
And if I were to make a bit of a leap, if this is an anti-democratic trend we're witnessing.
If a company goes into any form of bankruptcy, the insider control goes away. That's why Ford Motor Company didn't go bankrupt like GM and Chrysler - the Ford family would lose control. So their financial management is more conservative than the other auto companies.
Alphabet: GOOG (non-voting class C) closed Friday at a 2.8% discount from GOOGL (1x voting class A)
Zillow: Z (non-voting class C) closed Friday at 1.1% discount from ZG (voting class A).
A. On Google finance [1,2], it shows that both GOOG and GOOGL have a market cap of $565B. There is a difference in share price, but also a difference in the number of shares outstanding. Is this correct or a google finance mistake / confusing point?
B. Assuming the discount for the non-voting shares is as you mentioned it, does this mean that shareholders value their vote for google at ~2.5x their vote for Zillow?
C. At 2.8% of Google's market cap, that would mean Google's shareholders value voting rights for google at $15B - a huge amount. What votes does the market see that's worth $15B?
D. It's an often stated point that the stock market and Wall Street focus on short term earnings, at the expense of long term results - and that the management would be more successful in the long term if they didn't have pressure from Wall Street. Does the discount for non-voting shares help determine if this point is true or not?
1. https://www.google.com/finance?q=googl&ei=_qd9WJG8BoKdugSE4o...
2. https://www.google.com/finance?q=goog&ei=Wad9WIn8N4KdugSE4on...
A. Do the multiplication - each share class only accounts for about half the market cap, so presumably Google Finance (or its source) knows that GOOG and GOOGL are the same company and sums them. I don't know why Z/ZG don't have the same property, though.
B. I don't think the per-share spread is particularly illuminating here, because the distribution of outstanding shares between voting and nonvoting is different for each company (if there are relatively few voting shares, then I would expect the per-share spread to be higher proportionally, since each vote is more valuable). I'd be more interested in the total price of all votes - calculated as:
as a percentage of overall market cap: so I'd say investors actually value voting in Google at about 3.5x their vote in Zillow, proportional to overall company value. I'd be somewhat interested to see if this metric correlates with things like P/E ratio (e.g., are investors more or less interested in voting rights in fast-growing companies?), founder share status (e.g., does a high Google vote price mean that investors think the founders are more likely to cede their majority stake?), etc., or if it's just a case-by-case thing (e.g., due to liquidity issues like the other response talked about with CMG).C. That number should be "only" about 6.8B (per-share premium * number of shares of GOOGL); parent's calculation roughly double-counts the value of the vote (not exactly double since there are more shares of GOOG than GOOGL).
Total control over Google would be immensely valuable - worth much, much more than $7B - so presumably the difference that large investors are willing to pay is based on a probability distribution of how many shares one would expect to need to control to have any influence on the board, weighted by what that influence would actually be worth (presumably fairly little, since Page/Brin/Schmidt hold a controlling majority of votes). The marginal value per vote is also different depending on how many you have - for an average investor, it's probably zero; for the institution trying to muscle its way onto the board, it's probably much more than $26/vote.
D. This reads like a college essay question, and I feel like you have an answer in mind, but it's not immediately obvious to me what the two have to do with each other.
B: I think you're overthinking this a little bit.
C: GOOG and GOOGL have subtle differences between them beyond just the voting rights. For example, GOOG != GOOGL. If you have a contract which obligates you to give someone a share of GOOG, a share of GOOGL does not settle that contract. There are some liquidity-related problems, as there is substantial retail interest in Google and retail traders generally disproportionately have access only to one share class.
One of my favorite examples for this: back in the day, there were two classes of Chipotle, CMG and CMG.B. They were identical in every way except CMG.B had 5x the voting rights. Which traded at a discount to which? Answer: CMG.B routinely traded at a 10% discount. That's either enough to shake one's faith in the efficient markets hypothesis or it's a powerful illustration that in the short run market microstructure matters A LOT.
(I had originally become a shareholder in the A class and started buying B after I was aware of the mispricing. That worked out pretty well. I was far from the only person who realized this, but it was impossible to arbitrage away the difference profitably due to overwhelming short interest in CMG, which meant the cost of borrowing CMG to buy CMG.B and holding them to convergence was untenable. Eventually, some larger institutional buyers just crowded into CMG.B and voted to convert the B shares on a 1:1 basis to the A shares, immediately cutting off their voting power and realizing massive gains.)
It's akin to buying shares in The Green Bay Packers, where fans can buy ceremonial shares of the Packers, with absolutely no value.
I don't understand why you would buy a share like this, besides relying on the Greater Fool theory to make money. It's essentially like buying a collectible like a baseball card and hoping that you can sell it to some other fool at a later time.
Shares like this have value only in the bitcoin sense: they're valuable solely because people think they're valuable.
That's not true, you have ownership in the company proportional to the amount of stock you own. Just like any other stock. If the company is bought out or decides to give out dividends in the future you stand to make money. That is why the stock value tends to track the company's ups and downs. Comparing a stock to bitcoin is ludicrous.
I can imagine you arguing that a baseball card is just a worthless piece of cardboard but you could make the same argument about practically anything. What about stock in a sports collectibles company that sells millions of baseball cards, is that somehow better?
Are social networks better investments? What about fine foods, clothing or pretty much anything that makes up most of the economic worth of the world? If you live a strictly minimalistic life then there is nothing beyond the bare essentials that has any intrinsic value.
(TIL the Greater Fool theory -- and while it seems like a bad bet, there are LOTS of stocks on the market that work exactly that way.)
Your listed two conditions leave stock buy backs and mergers as ways money could still be returned to share holders without voting rights.