Look around the Internet and you'll find almost no one who's happy with Google's (Nasdaq: GOOG ) decision to add a new class of non-voting stock. Some headlines you may have seen:
- "New Share Class Give Google Founders Tighter Control" -- The New York Times
- "Google stock split helps Page, Brin maintain grip" -- Reuters
- "Google's wacky stock split gives founders more clout" -- CNNMoney
At issue here are "C" shares designed for use in equity compensation and other corporate purposes. Existing shareholders like me will be issued one "C" share for every "A" share owned yet granted no additional voting rights. Here's what my Foolish colleague Anders Bylund had to say about it last night:
The idea is to protect the current ownership structure in the face of rising dilution, so that Larry, Sergey, and Eric will continue to wield absolute voting power. (On that note, expect the proposal to pass easily. The people who want it already own an absolute majority of the votes.)
What was that slogan again?
Skeptics will argue that the new share structure amounts to another in a long line of scurrilous moves and mistakes that seem counter to Google's stated intent to avoid being "evil." Consider:
- In June 2008, Google Trends for Websites revealed traffic drivers for most of the Web's big properties of the time, including sites owned by competitors Yahoo! and Microsoft. Interestingly (evilly?), the Big G's own Web properties were excluded from the index.
- Six months later, in January 2009, Google announced a $460 million one-time charge to earnings to reprice stock options for employees whose equity had fallen deep into the red. By that September, the newly minted equity had created $1.5 billion in wealth for insiders while doing exactly nothing for shareholders.
- In February 2010, Google Buzz launched and immediately prompted outrage because of how it linked to Gmail. Millions had their contact information unwittingly exposed in the process. Half-hearted apologies followed.
- Five months later, in June, Google rightly took a beating for a "screw-up" in which cars accidentally collected personal, private data from unencrypted Wi-Fi networks while roaming the streets updating Google Maps.
- Finally, there's China. Google stood on principle in exiting the market in 2010, five years after agreeing to bend to the will of censors. Flexible ethics at work? It sure looks like it.
Future years will bring more moves like these. And why not? A Federal Trade Commission probe related to purported privacy violations was settled in October, removing the threat of heavy-handed regulatory oversight. The new "C" shares crimp attempts at other forms outside of influence -- activist investors, for example -- by setting management's cost for equity dilution at zero. Co-founders Larry Page and Sergey Brin, along with chairman Eric Schmidt, will remain in control for the foreseeable future.
We've known this was a priority for a while. In the first founder's letter included with Google's original S-1 from 2004, the same letter in which Page and Brin pledged to do no evil, you'll find this bit about wanting to maintain control:
In the transition to public ownership, we have set up a corporate structure that will make it harder for outside parties to take over or influence Google. This structure will also make it easier for our management team to follow the long term, innovative approach emphasized earlier. This structure, called a dual class voting structure, is described elsewhere in this prospectus. The Class A common stock we are offering has one vote per share, while the Class B common stock held by many current shareholders has 10 votes per share.
Fast-forward eight years. Why are any of us surprised to see Page, Brin, and Schmidt making it "harder for outside parties to take over or influence Google?" That's been the plan all along.
In intriguing company
Page and Brin say in their current letter to shareholders that they aren't the only ones pursuing control while taking advantage of the liquidity the public markets provide. There's truth to this statement. Facebook has made headlines for how CEO and co-founder Mark Zuckerberg will control 60% of the voting shares even after the company goes public.
And there are others. Google's Chinese rival Baidu (Nasdaq: BIDU ) established a dual-class share structure shortly before its IPO, granting insiders control. DISH Network (Nasdaq: DISH ) co-founder Charlie Ergen still commands a voting majority via class "B" shares similar to what Page, Brin, and Schimdt have at Google. Warren Buffett's Berkshire Hathaway (NYSE: BRK-A ) (NYSE: BRK-B ) also gets press for maintaining a dual structure, though in this case Buffett controls only one-third of the voting power. But in each case, common shareholders don't have much say.
Expect it to remain like this. Unsatisfied? Hey, I get it. Equity is supposed to make you an owner. At Google (and Facebook, and Baidu) it means "participant" for everyone other than the founders and highly placed insiders.
Still, you should have seen this coming. We all should have seen this coming. Larry and Sergey warned us years ago.
And it's not as if we're completely powerless. If you own stock in Google and the plan to issue "C" shares disgusts you, or if you feel betrayed, or disillusioned, or if you're uncomfortable handing total control to the founders and management -- if the plan elicits any response other than a yawn -- then admit the truth that you shouldn't own this stock and sell. Now. There are plenty more good places for your money, including these five stocks, all of which are poised to blossom like flowers during the spring earnings season.