We advised Meta on the transaction

Davis Polk advised Meta Platforms, Inc. in connection with the amendment and restatement of its certificate of incorporation, to be effective in January 2027, to establish a new class of non-voting common stock, which will be known as Class C common stock. In connection with the recapitalization transaction, Meta declared a dividend of one share of Class C common stock for each outstanding share of Class A common stock and Class B common stock, contingent upon the filing and effectiveness of the amended and restated certificate of incorporation. The recapitalization transaction is intended to create a publicly traded, non-voting equity security that Meta may use for capital raising, employee compensation, potential acquisitions and other general corporate purposes.

Meta is building the future of human connection, powered by artificial intelligence and immersive technologies. When Facebook launched in 2004, it changed the way people connect. Apps like Messenger, Instagram and WhatsApp further empowered billions around the world. Now, Meta is moving beyond 2D screens toward experiences that foster deeper connections and unlock new possibilities.

The Davis Polk capital markets team included partners Michael Kaplan and Hillary A. Coleman and associates Hamna Ahmad, Cheridan Christnacht and Hope Goimarac. The tax team included partners Lucy W. Farr and Corey M. Goodman and counsel Yixuan Long. Partner Adam Kaminsky and counsel Elizabeth Smith provided executive compensation advice. Members of the Davis Polk team are based in the New York and Washington DC offices.

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