‘It’s crazy’: SpaceX could set records as the least shareholder-friendly public company of all time

Space X 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. In fact, Musk’s critics had already dialed up the outrage in the weeks before the S-1 was filed. 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.” Those interviewed by Fortune avow they’ve never witnessed anything this one-sided. “It’s crazy,” says Joseph Lucoski, founder and managing partner of securities law firm Lucoski, Brookman, LLP. “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.” The public funds from New York and California are lodging a long-list of complaints 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. In the letter, CalPERS and the two New