Facebook’s IPO is generating a lot of interest. According to Ronald Barusch of Dealpolitik, Zuckerberg seems to have a strong hold on the control of Facebook via two corporate techniques: dual classes of stock and voting agreements.

Zuckerberg holds 28.2 percent of the Class B shares, so it may seem that he has no control over the company. But he has voting agreements with many of his shareholders which give him a proxy to vote with 30.6 percent - sufficient additional shares to grant him voting rights roughly equivalent to 58 percent. That makes the majority he needs. And that’s where Zuckerberg wins.

Even if Zuckerberg loses or surrenders some control of his majority, Facebook continues to be heavily influenced by all owners of Class B shares. As long as these shares represent 9.1 percent of all shares outstanding, this group will control a majority of the votes. This concentrated control could limit the ability to influence corporate matters for the foreseeable future.

Facebook is taking the ‘controlled company’ exemption to corporate governance rules. As a controlled company, it won’t have to maintain a majority of independent directors on its board, and it won’t need to have a compensation committee or an independent nominating function. Zuckerberg’s designees have voting control, and if director Peter Thiel gives up his board seat, the board itself will decide who should fill it, increasing Zuckerberg’s control further.

Facebook has also taken measures to protect itself from acquisition. A transaction that would lead to a change in control of the company requires a majority of Class B votes. If Class B shareholders lose their overall majority, amendments were instituted that would call for a two-thirds majority of Class A and Class B shares. Essentially, the Class B shareholders – mostly founders and early employees – will retain majority control with only a third of the votes. Also, when Class B shareholders lose their majority voting rights, the board will fill its own vacancies.

So, what happens if Class B shareholders lose their majority? Shareholders will only be able to take action at a meeting of shareholders, not by written consent. And only the CEO or a majority of the board can call a special meeting – so any change would have to come with Zuckerberg’s consent.

The net effect is clear: shareholders are surrendering themselves to Zuckerberg’s genius.