Last year, tech demigod Google (GOOG +1.75%) enraged investors with the proposed introduction of a new class of stock, one that would enable more investors to buy into the company at prices south of $500 per share. The caveat was, those steerage-class shareholders would have no voting power in the company, and in the case of a disaster, they would have no access to lifeboats. Shareholder-rights firms, along with the shareholders themselves, sued the company, and the split was shelved for the time being. Fast-forward to now, and a recent move by the company suggests that a Google split may again be on the way, though in a slightly different form. Here's what you need to know.
No vote for you!
Larry Page and Sergei Brin together account for well over 50% of the voting power of Google, so let's hope they mean it when they wrote, "Don't be evil."
It's true the two leaders have without doubt enriched many a shareholder while still retaining a majority control of the company. The problem now is, with the stock approaching the $1,000-per-share mark, management is looking to conduct a stock split without diluting the value and authority of existing holders. As I mentioned, the issue was first broached last year, and it didn't go over well. While some shareholders argued that it was too protective of the founders, management countered that the structure was better for employee compensation and acquisitions.
That has apparently changed, as the company announced Monday that it has reached a settlement with the group of shareholders that paved the way for a Class C stock. Some things have changed, but this new class of investors shouldn't expect a great seat at the shareholder's meeting.
The rule
Class C holders will have no vote in company matters, but Google has agreed that future acquisitions will attempt to avoid use of Class C shares. If that sounds like a pseudo-promise, it is. The company said that in the event it does employ Class C shares for a big purchase, and if the amount is greater than 10 million shares, board members will take into consideration the effects on those specific holders and the company. So basically, the guys in management will be able to do what they want and without your consent -- but they'll be thinking about you in the meantime.
Realistically, this isn't too big of a negative for the emerging Class C. The company won't be using the shares as a dilutive gimme to bolt-on acquisitions -- Google is smarter than that. Moreover, when it comes to figuring out how Google needs to allocate capital, the founders and board have established a pretty great track record. While it may sting one's pride to be denied votes, the truth is that investors have already placed their faith in management by giving them their money in the first place.
As for current investors, expect a gift coming soon in the form of some new vote-less shares. Shareholders will receive two Class C shares for every existing one.
