Comments on today’s IPO fall into two broad categories:

1. Facebook is the big company of the decade, and I’m buying stock right now.
2. Facebook is overhyped and overvalued, and it’ll tank as soon as the lockup period expires.

But what about the third option?

What if Facebook is worth a lot as a company, but the stock actually isn’t worth much?

A share of stock mostly consists of two rights:

1. The right to a share of the dividends that a company pays out.
2. The right to control the direction of the company.

Right now, Facebook stock has neither. Facebook, of course, doesn’t pay dividends. And the company is majority controlled by Mark Zuckerberg. It’s a one man, one vote situation – Zuck is the One Man, and he has the One Vote.

But what if it pays dividends in the future? For that to happen, Zuckerberg would have to agree to it, since he’s the majority shareholder. You have to ask, why would he… does he need the money? Probably not. (And if he does, he can just sell a little stock, or pay himself more salary.)

To boost the stock’s value? It’s not clear it would help that much – both Apple and Google had huge market caps before declaring any dividend. And Zuckerberg has openly said that his goal is not to make a lot of money, or maximize shareholder value.

What if Zuck loses majority control, and the new owners pay dividends? Given how much control he’s kept, all the way through IPO, most investors don’t see that happening anytime soon. Apple only started paying dividends after Steve Jobs died – and Mark is 28, compared to Jobs’ 56. Larry and Sergey still have control of Google, eight years after IPO, and they intend to keep it for the foreseeable future.

Sure, if Facebook remains successful, the company must pay out dividends (or buy stock back) eventually. But no company can be successful forever, and Facebook’s future is highly uncertain, given the fad-like nature of the online social world and how quickly MySpace and Friendster died. The only other option is a buyout, and there’s no plausible buyer at even a third of Facebook’s huge 110B valuation. (And that’s if Mark Zuckerberg would agree to it, after turning down a billion from Yahoo back when the site was 2% its present size.)

(This post was derived from a conversation between me and Zvi Mowshowitz.)