A governance structure designed for entrenchment

AkademikerPension’s concerns are not speculative. While SpaceX’s S-1 registration statement remains confidential, the key structural provisions have been widely reported and have drawn direct, public condemnation from a powerful coalition of U.S. pension funds. On May 13, 2026, New York State Comptroller Thomas DiNapoli, New York City Comptroller Mark Levine, and CalPERS CEO Marcie Frost—collectively overseeing more than $1 trillion in retirement assets—sent a formal letter to Elon Musk and SpaceX President Gwynne Shotwell . They called the proposed setup “extreme” and warned it would “strip away fundamental investor protections” .

The specific provisions that triggered this coordinated response include:

• Super-voting shares: A dual-class structure where Class B shares carry 10 votes per share. Musk and a small group of insiders would control approximately 79% of all voting power while holding only about 42% of the company’s equity .
• CEO removal veto: Musk cannot be fired unless he consents. The removal of the CEO requires the approval of Class B shareholders—meaning Musk, as the dominant Class B holder, holds an effective veto over his own dismissal regardless of performance .
• Mandatory arbitration: All shareholder claims would be forced into private arbitration rather than open court. This provision blocks class-action lawsuits entirely and was only made legally possible after a divided SEC vote greenlit such clauses in corporate governance documents in September 2025 .
• Controlled company status: With Musk holding such concentrated voting power, SpaceX would be exempt from stock exchange rules requiring a majority-independent board of directors, further weakening the oversight that normally protects public investors .
• Texas-law barriers: SpaceX’s Texas incorporation imposes a high 3% ownership threshold just to initiate a derivative lawsuit, requiring a plaintiff to hold billions of dollars in stock before they could even challenge board decisions in court .

The pension fund leaders described the combination as unprecedented at this scale, calling it “the most management-favorable governance structure ever brought to the U.S. public markets” .

The passive investor trap: forced index ownership

A distinct but critical problem intensifies the governance risk. Under current stock exchange rules, SpaceX shares are expected to be included in major benchmark indexes like the S&P 500 within days of going public . This mechanism would force passive index funds—the default retirement investment for millions of teachers, firefighters, and public employees—to automatically purchase and hold the stock .

Randi Weingarten, president of the American Federation of Teachers, earlier highlighted this vulnerability, arguing that the SEC must implement safeguards to prevent workers’ life savings from being “consigned… to the whims of a company that operates more like a Musk family venture than a public corporation” . AkademikerPension’s preemptive exclusion is a deliberate maneuver to sidestep this forced-buy problem entirely.

A $1.8 trillion bet on a governance discount

The second pillar of AkademikerPension’s decision is simple valuation skepticism. Market indications pointed to a SpaceX target valuation of at least $1.8 trillion, with a fundraising goal of up to $75 billion, which would rank as the largest IPO in history . AkademikerPension stated that it was difficult to justify a market valuation above $1 trillion and concluded that, even if governance were not a concern, the numbers do not represent “an attractive investment opportunity” for a long-term pension fund . The fund’s position is that the extreme governance structure is not just an ethical red line—it is a material risk that the public price is disconnected from fundamental business value.

A pattern of exclusion, not a one-off decision

The SpaceX blacklist is not an anomalous reaction. For a fund that systematically screens for governance, human rights, and sustainability risks, this is the latest in a clear sequence:

• Tesla, March 2025: The fund divested over what it described as aggressive union-busting, a non-independent board, and Elon Musk’s conduct, labeling the company an “unconditional mega-cap governance risk” .
• State Street Global Advisors, March 2025: AkademikerPension terminated its external management relationship with the asset manager, explicitly citing dissatisfaction with its “changed approach to active ownership and responsible investments” .
• U.S. Treasury bonds, January 2026: The fund divested its $100 million U.S. government bond portfolio, redirecting liquidity into agency debt, in a move it characterized as a risk management and ESG-driven decision .

Through this lens, the SpaceX exclusion is a consistent application of a well-defined ESG governance policy rather than a sudden political signal. The fund’s published voting priorities for 2026 emphasize board independence, gender diversity thresholds, and Paris-aligned capital allocation planning, all of which are incompatible with a CEO-controlled company that bypasses independent oversight .

The precedent for public markets

The SpaceX IPO is now a pressure test for whether public markets still enforce basic shareholder protections at the largest scale of capital-raising. AkademikerPension’s action, alongside the letter from the three largest U.S. public pension plans, creates a structural question that the SEC and stock exchanges will be forced to address: if a company can legally eliminate shareholder lawsuits, neutralize its board, and make its CEO unfirable, does that company belong in benchmark indexes where public workers have no choice but to buy it?

For now, at least one $25 billion fund has decided the answer is no.

A governance structure designed for entrenchment

AkademikerPension’s concerns are not speculative. While SpaceX’s S-1 registration statement remains confidential, the key structural provisions have been widely reported and have drawn direct, public condemnation from a powerful coalition of U.S. pension funds. On May 13, 2026, New York State Comptroller Thomas DiNapoli, New York City Comptroller Mark Levine, and CalPERS CEO Marcie Frost—collectively overseeing more than $1 trillion in retirement assets—sent a formal letter to Elon Musk and SpaceX President Gwynne Shotwell . They called the proposed setup “extreme” and warned it would “strip away fundamental investor protections” .

The specific provisions that triggered this coordinated response include:

• Super-voting shares: A dual-class structure where Class B shares carry 10 votes per share. Musk and a small group of insiders would control approximately 79% of all voting power while holding only about 42% of the company’s equity .
• CEO removal veto: Musk cannot be fired unless he consents. The removal of the CEO requires the approval of Class B shareholders—meaning Musk, as the dominant Class B holder, holds an effective veto over his own dismissal regardless of performance .
• Mandatory arbitration: All shareholder claims would be forced into private arbitration rather than open court. This provision blocks class-action lawsuits entirely and was only made legally possible after a divided SEC vote greenlit such clauses in corporate governance documents in September 2025 .
• Controlled company status: With Musk holding such concentrated voting power, SpaceX would be exempt from stock exchange rules requiring a majority-independent board of directors, further weakening the oversight that normally protects public investors .
• Texas-law barriers: SpaceX’s Texas incorporation imposes a high 3% ownership threshold just to initiate a derivative lawsuit, requiring a plaintiff to hold billions of dollars in stock before they could even challenge board decisions in court .

The pension fund leaders described the combination as unprecedented at this scale, calling it “the most management-favorable governance structure ever brought to the U.S. public markets” .

The passive investor trap: forced index ownership

A distinct but critical problem intensifies the governance risk. Under current stock exchange rules, SpaceX shares are expected to be included in major benchmark indexes like the S&P 500 within days of going public . This mechanism would force passive index funds—the default retirement investment for millions of teachers, firefighters, and public employees—to automatically purchase and hold the stock .

Randi Weingarten, president of the American Federation of Teachers, earlier highlighted this vulnerability, arguing that the SEC must implement safeguards to prevent workers’ life savings from being “consigned… to the whims of a company that operates more like a Musk family venture than a public corporation” . AkademikerPension’s preemptive exclusion is a deliberate maneuver to sidestep this forced-buy problem entirely.

A $1.8 trillion bet on a governance discount

The second pillar of AkademikerPension’s decision is simple valuation skepticism. Market indications pointed to a SpaceX target valuation of at least $1.8 trillion, with a fundraising goal of up to $75 billion, which would rank as the largest IPO in history . AkademikerPension stated that it was difficult to justify a market valuation above $1 trillion and concluded that, even if governance were not a concern, the numbers do not represent “an attractive investment opportunity” for a long-term pension fund . The fund’s position is that the extreme governance structure is not just an ethical red line—it is a material risk that the public price is disconnected from fundamental business value.

A pattern of exclusion, not a one-off decision

The SpaceX blacklist is not an anomalous reaction. For a fund that systematically screens for governance, human rights, and sustainability risks, this is the latest in a clear sequence:

• Tesla, March 2025: The fund divested over what it described as aggressive union-busting, a non-independent board, and Elon Musk’s conduct, labeling the company an “unconditional mega-cap governance risk” .
• State Street Global Advisors, March 2025: AkademikerPension terminated its external management relationship with the asset manager, explicitly citing dissatisfaction with its “changed approach to active ownership and responsible investments” .
• U.S. Treasury bonds, January 2026: The fund divested its $100 million U.S. government bond portfolio, redirecting liquidity into agency debt, in a move it characterized as a risk management and ESG-driven decision .

Through this lens, the SpaceX exclusion is a consistent application of a well-defined ESG governance policy rather than a sudden political signal. The fund’s published voting priorities for 2026 emphasize board independence, gender diversity thresholds, and Paris-aligned capital allocation planning, all of which are incompatible with a CEO-controlled company that bypasses independent oversight .

The precedent for public markets

The SpaceX IPO is now a pressure test for whether public markets still enforce basic shareholder protections at the largest scale of capital-raising. AkademikerPension’s action, alongside the letter from the three largest U.S. public pension plans, creates a structural question that the SEC and stock exchanges will be forced to address: if a company can legally eliminate shareholder lawsuits, neutralize its board, and make its CEO unfirable, does that company belong in benchmark indexes where public workers have no choice but to buy it?

For now, at least one $25 billion fund has decided the answer is no.