The TechnoKing’s Crown
Elon Musk calls himself king at Tesla. TechnoKing, really. It sounds like a meme, but with SpaceX, the monarchy isn’t a metaphor. The filing for the IPO, made public Wednesday, shows he’s not just running the show. He is the state.
Post-IPO? CEO. CTO. Chairman of the board. All titles. All his. His voting power sits at 85% right now. It drops when the stock goes public. Still. It stays above 50%. He picks the directors. He appoints them. You can’t fire him. Nobody can fire him.
SpaceX hid in Texas. Specifically. It was a deliberate choice. The regulatory environment there is permissive, loose. Musk helped build that landscape when he dragged Tesla out of Delaware. The IPO filing says it bluntly, without apology: investors, your ability to influence matters is gone. Or limited. Basically, your voice is silent.
“This will limit or preclude yourability to influence corporate matters and the election or directors.”
Stronger than Mark
Tech founders always liked control. Google did it. Meta did it. Dual-class shares were the tool of the trade for two decades. But Musk? He went further.
Ann Lipton, a law professor at Colorado, watched this unfold. She said Musk isn’t just breaking rules. He’s obliterating the levers shareholders use to keep CEOs in check. There were three. Voting. Suing. Leaving. SpaceX crushed all of them.
Take voting. It’s simple. Dual-class structure. Class B shares have the super-vote. Musk holds 93.6% of those. They aren’t for sale. When SpaceX lists, aiming for the biggest IPO in history, Musk still owns more than half the vote.
This makes it a controlled company. The exchanges allow these companies to skip independence rules. The filing admits regular shareholders get fewer protections. Less oversight. No checks.
Musk can approve mergers. Acquisitions. Even something wild like buying Tesla back himself. He won’t need the shareholders’ nod. He already has the majority. At Tesla, he has only 20%. There, he has to fight. Threaten to leave. Beg for stock. Here? No begging needed.
No Court, No Cry
The second lever was the lawsuit. The threat of litigation. SpaceX neutered that, too.
By moving to Texas, they changed the game. You want to file a derivative suit? A legal action where shareholders sue directors for the company? You need 3% of the stock. Three percent.
Do the math. With a valuation near $1.75 trillion, 3% is worth $52 billion. Not a rounding error. A fortune.
Most shareholders won’t have that. So they can’t sue. The bylaws push legal disputes into a new Texas court, barely operational, or mandatory arbitration. Lipton was direct: forget the lawsuits. They aren’t happening.
Delaware used to watch these power moves closely. The courts scrutinized dual-class structures. Texas? Less so. Musk moved Tesla out of that scrutiny earlier. Now SpaceX followed. The legal shield is up.
Vote With Your Feet? Maybe Not
There was always an escape. The market. Sell the stock. Drive the price down. It hurts the controller. It hurts executives with stock options. Pain creates pressure.
SpaceX removed the pain, mostly. They lobbied Nasdaq hard. They wanted in the Nasdaq 100 fast. The rules for entry are loose now. What took months? Weeks. Maybe days.
Once in the index, institutions have to buy. 401k funds. Pension accounts. Passive buying drives price up. Traders know this. They buy before the institutions do. The price buoyant. Stable. Unthreatening.
Lipton calls this manipulation. It blocks the final pressure point. Even if you hate the governance, the stock keeps going up.
Chan Ahn from Tessera disagrees, sort of. You can still sell. You don’t have to stay. But the impact is weaker. The structural tailwind hides the dissent. You vote with your feet. Nobody hears you step.
The Mars Bonus
Then there’s the money. Oh, the money.
The IPO might make Musk the first trillionaire. On top of that, he got 1 billion Class B shares as pay. The catch? They don’t vest. Not yet.
Conditions? He has to make the company worth $7.5 million. And colonize Mars. A permanent home. One million people. Red dirt and domes. Impossible? Probably.
But wait. Look at the fine print. He can vote with the shares before they vest. He can pledge them. Collateral for loans. Rich people do this. Get cash. Pay no taxes. Musk loves it.
Board approval needed? He controls the board. He approves his own loan.
And the dynastic twist? He can put the shares in trusts. Keep the super-vote forever. Musk has fourteen children, reportedly. Maybe more. The voting power stays in the family.
SpaceX isn’t just going public. It’s establishing a hereditary seat. The crown fits well. It stays.
