Using super voting rights to create the "Musk Charter"! Reshaping the power boundaries of founders before the SpaceX IPO paves the way for ambitious AI computing power in the universe.
The SpaceX IPO gives Musk broad powers and limits shareholder rights, documents show, with collective shareholder rights strictly restricted, including mandatory arbitration and super-voting share system.
Tesla, Inc.'s leader and the world's richest person, Elon Musk, founded the global space exploration leader SpaceX, which has adopted corporate governance policies that will weaken typical shareholder protections in unprecedented ways. These policies will give founder and CEO Musk almost unchecked executive power when the globally major rocket manufacturer goes public later this year.
An excerpt from SpaceX's IPO registration statement shows that the company's management and top decision-makers are combining super-voting shares, mandatory arbitration, stricter shareholder proposal rules, and Texas corporate law to give Musk and other insiders broad control. At the same time, it significantly limits investors' ability to challenge management, sue the company in court, and vote on governance issues.
Undoubtedly, SpaceX aims to retain majority control even after going public with super-voting rights (especially Class B super-voting shares, which will allow them to dominate key issues such as board appointment and removal) and a controlled company structure. It will create a "Musk Charter" core at the top of the leadership, focusing on financing plans and reshaping the boundaries of founder power and public shareholder rights in public companies.
The only person who can fire Musk is Musk himself, who will retain majority control through super-voting shares. For Musk's ambitious plan to build a "super-large space AI data center," ensuring Musk's absolute dominance over SpaceX's development process is crucial.
In addition to the space AI data center blueprint, the world's richest person recently announced ambitious plans to enter the high-end semiconductor manufacturing sector, calling it the "most epic chip manufacturing project in history," named "Terafab." Musk seems to be trying to turn the "AI computing power shortage" into an extraordinary industrial gamble that will rewrite the supply and demand landscape of advanced semiconductors. Musk's vision is not just about creating higher-performance chips but also about reshaping the computing power supply and demand landscape in the era of AI, Siasun Robot & Automation, and space data centers; however, the larger the vision, the more it exposes the harsh reality of the global shortage of advanced semiconductor manufacturing capacity and high manufacturing thresholds.
"It closes the door on voting, the courts, and proposals. It's unprecedented in terms of complete lack of accountability," said Bruce Herbert, CEO of Newground Social Investment, a sustainable wealth management company based in Seattle. The company had previously challenged Musk through a shareholder proposal in the fields of artificial intelligence, Siasun Robot & Automation, and electric vehicle leader Tesla, Inc. (TSLA.US), which received 49% support in November 2025.
Although these controversial measures benefiting Musk's leadership are controversial, many investors firmly believe that he is a visionary who can achieve the impossible. At Tesla, Inc., the board recently awarded him a 10-year, nearly $1 trillion compensation package, stating that the company would lose significant value without Elon. In SpaceX, most of his compensation is tied to the infrastructure of launching large AI data centers in space and the colonization of Mars. A SpaceX spokesperson did not respond to a request for comment.
As the richest person in the world so far, Musk has achieved what others thought was impossiblecreating a commercially viable high-frequency rocket launch business through SpaceX, making electric vehicles mainstream through Tesla, Inc., and providing internet connectivity infrastructure from space through Starlink. But some people doubt whether Musk can really achieve, or even intends to achieve, his latest ambitious chip manufacturing project, as well as his vision of a "super blueprint" for AI, autonomous driving, humanoid Siasun Robot & Automation, and space AI data centers.
As SpaceX plans to raise up to a historic $75 billion in an IPO and reach a valuation of up to $2 trillion, its governance structureempowered by super-voting rights, mandatory arbitration, constraints on shareholder proposals, and Texas corporate lawwill give Musk near-absolute control. The company's strong growth narrative is no longer just about rockets and Starlink satellite internet but also extends to space AI data centers, chip manufacturing blueprints, and the increasingly capitalized personal vision of Musk. Therefore, these newly announced restrictions may not deter institutional and retail investors from flocking in.
Some institutional investors believe that relinquishing some voting and governance rights is the price of entry into what is expected to be the largest IPO in history; SpaceX is seeking to raise up to $75 billion, with a valuation of $1.75 trillion or even reaching $2 trillion. Many investors fear missing out, especially if this billionaire entrepreneur can create returns similar to Tesla, Inc. Comparatively, Tesla, Inc.'s stock price, which was $17 in its 2010 IPO, had risen to around $398.73 at the close of the US stock market on Wednesday. According to LSEG data, Tesla, Inc. has delivered an annualized investment return of about 42% for investors post-stock split, far outperforming long-term investment returns post-IPO of over 90% for listed companies.
"SpaceX will be such a large part of the market that for most portfolio managers, not buying in will be very difficult, as it will drive pricing for all key sectors," said Ann Lipton, a law professor at the University of Colorado Law School. "If SpaceX's stock price soars after going public, and you don't hold a part, then you would look significantly behind the market."
Governance experts say Musk is structuring SpaceX to protect the company from shareholder criticisms and legal disputes similar to those faced by Tesla, Inc. Investors in this electric vehicle maker had continuously challenged Musk on issues ranging from his compensation package to the acquisition of his CECEP Solar Energy company SolarCity.
Experts add that there is a risk for investors: Musk is setting a special precedent for other leading founder-led IPOs expected to go public later this year or next, including companies like Anthropic and OpenAI headed by AI leaders.
"They are complex and potentially controversial personalities, while also making history in real-time," said Shang Chou, co-founder of Dishmi Capital, when referring to Musk, OpenAI founder Sam Altman, and other founders. "What you're focused on is not the actual valuation, but the fact that you've obtained a rare seat on the rocket ship."
Musk consolidates personal power
After the company's stock begins trading later this year, Musk will continue as CEO, chief technology officer, and chairman of the nine-member board of SpaceX. According to documents submitted to federal regulators on May 4, he owns 42.5% of the company's stock and 83.8% of the voting control, ensuring a very strong control.
SpaceX plans to adopt a dual-class stock structure, giving B-class shareholders 10 votes for each share of A-class stock that ordinary investors can purchase, concentrating power in the hands of Musk and a few other SpaceX insiders holding super-voting shares. Musk's B-class stocks will not be made available to the public, allowing him to retain over 50% of the voting rights in the company after going public and giving him and other insiders the power to elect a majority of the board members.
The company states that this will also give Musk the power to "elect, remove, or fill" any vacancies in these board positions. The company also chooses to give him control over other matters that require shareholder approval, including acquisitions; this may make it easier for SpaceX to engage in a large-scale merger with Tesla, Inc. if he chooses to do so in the future. The trio of Tesla, Inc., SpaceX, and xAI forms the "Musk super-business empire," potentially the ultimate destiny of these three companies founded by Musk.
If the stock is sold, the super-voting shares will immediately convert to A-class stock, further concentrating power in the hands of the remaining B-class holders. The documents show that while the company can issue more B-class shares, only Musk, his family, and "certain entities" are eligible for these shares.
Controlled company
Documents show that Musk's voting rights will make SpaceX a "controlled company" under securities rules. In large tech companies in media and technology led by founders, granting control to a charismatic CEO is not uncommon, such as Meta Platforms (META.US) CEO Mark Zuckerberg and former CEO of News Corp (NWSA.US) Rupert Murdoch. This status allows them to bypass some corporate governance requirements to swiftly take bold actions.
Unlike most public companies that are required to have a majority of independent directors in nominating and compensation committees, all types of controlled companies are not required to do so, and SpaceX has indicated that they do not plan to do so.
"You won't have the same protections afforded to shareholders of fully governed companies," the company warns in a list of potential risk factors provided to investors.
Mandatory arbitration
The company significantly restricts shareholders' rights to sue. SpaceX's charter will explicitly state that anyone holding shares "irrevocably and unconditionally" waives all rights to pursue a jury trial. According to the documents, shareholders will also be prohibited from filing collective lawsuits against the company, its directors, executives, controlling shareholders, or banks related to the IPO.
Instead, shareholders will be subject to mandatory arbitration, a practice that has long been illegal in the United States. It is noteworthy that the Securities and Exchange Commission changed its stance in September to allow companies to adopt mandatory arbitration policies; mandatory arbitration is a non-public procedure presided over by an arbitrator.
Texas vs. Delaware
SpaceX is taking full advantage of its decision to relocate its headquarters from Delaware to business-friendly Texas in 2024 and untested new governance laws in the state. Last year, the "Lone Star State" passed a series of amendments to the Texas Business Organizations Code, significantly weakening investor protections. After a judge in Delaware stripped Musk of his $56 billion compensation package from Tesla, Inc. in 2018a ruling that was recently overturnedMusk turned away from Delaware.
The registration in Texas provides the company with additional protection from aggressive investors and hostile takeovers. The state's securities laws also make it harder for challengers to launch unsolicited takeover bids, initiate proxy battles, or remove executives, directors, and management.
Shareholders will also find it more challenging to get their proposals to a vote. According to a new rule in Texas, they need to hold at least $1 million worth of stock or own 3% of the company's shares to force a vote.
"This is unequivocally one of the strictest IPOs. He (Musk) is using this ownership structure and Texas terms," said Jill Fisch, a law professor at the University of Pennsylvania.
Joel Shulman is a founder and chief investment officer at ERShares, which manages $993 million in the Private/Public Crossover ETF, a popular asset trading fund (XOVR.US). As an investor in SpaceX, he says he has no objections to these restrictions.
"I'd rather let him make these decisions and control the company," he emphasizes. "He may be controversial, have polarizing effects, sometimes do crazy, quirky things, but when it comes to creating new things and creating wealth for himself and shareholders, he is absolutely a talented individual."
SpaceX is considering going public around June (around Musk's birthday) or some significant time later this year, with the fundraising amount potentially reaching $75 billion, or surpassing Saudi Aramco to become the largest IPO in history. The expected highest valuation could reach a staggering $2 trillion, exceeding Tesla, Inc.'s current valuation of approximately $1.3 trillion. The trio of Tesla, Inc., SpaceX, and xAI forms the "Musk super-business empire," potentially the ultimate destiny of these three companies founded by Musk.
With Musk recently making frequent positive progress in areas such as space AI data centers, large-scale energy storage, artificial intelligence, fully autonomous driving (FSD), robotaxis, and the innovative humanoid Siasun Robot & Automation "Optimus," the world's richest person seems to be stringing together "super high-level integrated assets" in a "super vertical integration" chain that can be financed and clearly explained in the capital market and industrial end simultaneously. Being able to unify the most popular investment themes or narratives in the world, such as AI, communication, space, energy, Siasun Robot & Automation, into a "full-stack super cutting-edge technology infrastructure platform," will undoubtedly be of great help to the pricing and valuation of the SpaceX IPO, the elevation of Tesla, Inc.'s valuation, the pre- and mid-term IPO roadshow, and the investor structure.
From an industrial logic perspective, Tesla, Inc.'s long-term growth narrative is shifting from electric vehicle manufacturing to a "super platform company at the level of physical AI." Once Tesla, Inc.'s expected growth engine shifts to robotaxis, Optimus, on-board reasoning, Siasun Robot & Automation reasoning, and xAI/SpaceX space training and deployment computing power chain, the actual infrastructure bottleneck will no longer be primarily batteries and vehicle components but high-end logic chips, advanced 2.5D/3D/3.5D packaging, data center storage chips, large-scale CECEP Solar Energy and storage systems, and the core supply chain security under the political war situation of GEO Group Inc. This is why the world's richest person recently announced ambitious plans to enter the high-end semiconductor manufacturing sector.
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