Google splits into GOOG and GOOGL today
m1.marketwatch.com
m1.marketwatch.com
$19B is a whole lot of money, even (especially?) for a company the size of WhatsApp
In other words, - they had a very good engineer to end user ratio.
If they could have offered x billions in y shares, what change now? Will people accept offers for x billions in 2y shares?
It makes zero sense!
So they can offer them in any quantity without having to worry about diluting their voting rights. Whereas offering 19B in voting shares (even though I'd imagine class A shares have less rights than class B) might have been enough to dilute Brin and Page's voting rights significantly.
but then, wouldn't the non-controlling shares be deemed worthless in the long run and it's price plummet in comparison to the controlling shares?
Any other big company did that before?
I mean... not to rain on anyone's parade.
Perhaps someone just came to their senses?
19 billion dollars, for a messenger app, is more than just a little bit ridiculous.
It's the kind of ridiculous that will be a runner-up in wikipedia for most idiotic business move ever.
Then again, they also thought the same about AOL/TimeWarner, and they were absolutely right then.
It's usually pretty futile to try to predict the future. I can see Zuck's reasoning with the Whatsapp purchase, though, and I don't think he's insane. He and Larry probably understand the structure of the tech industry a lot better than most people.
They don't need to understand it - they define it.
It was definitely the right move, but this situation can't be compared to the WhatsApp acquisition.
It's a perfectly logical outcome if you have high stock valuation and not as much cash on hand.
Yet I am concerned about the structures' dynastic qualities. Larry Page is a competent executive. That may not be the case in 40 years. Tom Perkins's letter to the editor comes to mind [1]. The question of what happens after Page is more troubling. Limiting control to the founders' offspring is concerning. Granted, there are valid counterexamples. Warren Buffett is as old as he is wise. And Samsung seems to be plodding along just fine despite its family's feuds.
But shareholders should have input into these issues. Perhaps the super-voting stock lapses to normal stock after its original recipient's demise. Or maybe non-voting shareholders have one right: the right to call and vote on motions of no-confidence. Such motions, if passed by a super-majority of subordinated voters, would collapse the super-voting stock to normal stock.
Aristocracy runs thick in the veins of European business. It is worrying that we may be sprouting our own contractually-annointed Silicon Valley royalty.
[1] http://online.wsj.com/news/articles/SB1000142405270230454950...
Please note: that doesn't mean Google won't do well, but that on average it's likely to do worse for shareholders than if all stock had the same voting rights.
Since someone is sure to ask for a citation, http://irrcinstitute.org/news/multiclass-voting-companies-un... It's not the only study that has found this.
I've seen the damage that focus on short term share price wreaks on companies in the long run - it's paralyzing, as they're forced to focus on the wrong things. Activist shareholders seem to focus on short term returns. Not being subject to that, and being able to focus on long term initiatives seems very beneficial for long term shareholder value as long as you have a good leader.
But that good leader caveat is a big one. Multiple share classes might be correlated with having a bad leader.
One thing the study didn't make clear was what its control was. It seemed like they were measuring returns relative to the S&P 1500 as a whole, but this introduces a lot of conflating factors. The study also found that controlled companies with a single-class structure (eg. WalMart, where there's only a single class of shares but the Walton family owns >50% of them) performed better than both multi-class and non-controlled companies, across all time periods. I can't see any rational reason other than random chance that this would be the case, and I would be skeptical of any study with a sample size of 114 non-randomly-chosen entities.
Though if it's a bad thing for a company, having more of it probably makes things worse.
New shares offered (to employees, aquisitions, public) are likely to be GOOG-C
Even this minimal level of oversight isn't possible when they have no voting rights worth mentioning.
But this is the only thing shareholders have the right to demand anyway. As long as they can ensure the CEO and board of directors are maximizing share price, the system is working.
http://hbr.org/2010/04/the-myth-of-shareholder-capitalism/ar...
No voting rights takes away the most important component.
Personally, I am all for activist shareholders in a public company and proxy fights. Google and Facebook are heading down a path to stagnation at some point. What then?
[1] http://www.forbes.com/sites/realspin/2014/03/04/the-supreme-...
At least if I bought Google stock (which I never have directly), I'd know my investment would be shepherded by three specific individuals whose characteristics and motivations are at least not entirely mysterious, nor entirely in conflict with my own, until they decide it is appropriate for that control to change.
Actually motivation of the board of a typical is well known: to get as much money as possible. Most of public companies are owned by institutional investor, i.e. mutual, pension, hedge, etc funds.
Institutional investors change their holdings all the time. And many of them are controlled by people I believe should never see the outside of a prison. (And even the ones that aren't, might be tomorrow!)
So again, I ask, why is it better to risk my money in investments this ever-changing cast of characters can control, rather than companies like Google?
Or, perish the thought, they die* (wills aside).
* Though see: https://en.wikipedia.org/wiki/Calico_(company)
This statement implies non-voting stock is worthless. That is untrue. There are people willing to pay good money for nonvoting stock.
Imagine a dual-class share company. Class B shares cannot vote. Class A shares can vote - they own 100% of the vote share. But both classes are pari passu in economic terms - if Class A gets a $1 dividend Class B must receive the same. Further, let there be 1 Class A (voting) share and 999,999 Class B (non-voting) shares. Would you believe those 999,999 non-voting shares are worthless?
Both voting and non-voting stock take part in a company's cash flows - their discounted cash flow value is identical. The only time the difference (or "spread") matters is in the event of a proxy fight or takeover, i.e. a contest of control. The spread is a function of the probability that your vote is decisive - that absent your vote there would be a tie - in a meaningful contest of control. Small odds, which is why voting-nonvoting spreads are minor in the United States (I did a thesis on the subject - in Italy these spreads are around 10%).
> if Class A gets a $1 dividend Class B must receive the same.
Does this mean that companies cannot split into voting and non-voting stock without paying out a dividend?
2. Directly voting seizing the economic value of minority shareholders is about the easiest deleliction-of-fiduciary-duty case to win.
Although sometimes there is. A few weeks ago, Vodafone got rid of its stake in Verizon, and did that by distributing some of the shares to its shareholders, and selling others and then distributing the proceeds. Effectively, there was a split and a dividend at the same time.
As someone who is partly responsible for the sanity of market data in a financial application, i can tell you that my colleagues and i look forward to such manoeuvres with utter dread.
If the owner of the company had shown no indication of ever wanting to pay a dividend, and if there was no reason to assume the company would ever be liquidated, then yeah -- there is no reason for those shares to have any non-zero value. Future cash flows are only relevant insofar as shareholders can receive or influence them.
If those 99999 shares have any value it's because they're the official baseball cards of the company, and baseball cards' values increase when the player on the front performs well.
The stock of a company which will never pay out any dividends is worthless. The company's profits will go to everyone - bondholders, suppliers, customers, employees - except the shareholders. This will continue until liquidation, at which point the shareholders will be impaired or wiped out.
If a stock has value, voting or not, someone expects dividends. Investors may think management is bluffing - then both classes of stock would receive the same dividends. Or they may think they can coerce management into paying a dividend. This would create a contest of control. A temporary spread between the two classes would emerge. The contest of control has two possible outcomes. Management could forever resist the shareholders, in which the value of both classes is zero. Or shareholders could win, pay a dividend and restore parity between the classes.
Why does Google say it will never pay dividends? Because our markets punish growth companies acknowledging slowing growth. Announcing dividends is a sign of slowing growth. It seems like a specific type of investor invests in growth companies. When growth slows those investors hand their shares over to a different set of investors, value investors. The trade-off is tricky, and often involves proxy fights and management changes.
I agree with you that if no dividend is payed and shares will not be bought-back, the company is effectively worthless.
That seems simplistic because dividends are (iirc) better tax-wise than salary, but it seems having to match the dividend to non-voters might offset that? I know Google and the people I'm talking about are technically different, but they completely control Google's votes so does that really hold in practice?
Out of curiosity what happens if you bought shares on March 28th? Does your stock price just go to $600 or can you petition Google to have the new Class C shares issued to you to make up the loss in price?
"On March 27, the Class C shares will commence trading on a WHEN ISSUED basis (GOOCV). At that same time, the EX DISTRIBUTION WHEN ISSUED market for the class A shares (GOOAV) would be made available. This market represents the ability to trade the Class A stock without entitlement to the Class C distribution.
From March 27 through April 2 we will be trading: Class A shares regular way, with entitlement to the class C shares (GOOG); Class C shares when issued (GOOCV); Class A shares on an EX Distribution, when issued basis (GOOAV)."
So on the 28th, you would have a choice: If you bought shares of GOOG, you'd pay the full price, and you'd be entitled to the stock distribution. If you bought GOOAV or GOOCV, their prices would reflect the fact that you would not be entitled to the stock distribution, which means you'd pay roughly half the price of what you'd pay for GOOG.
http://www.cboeoptionshub.com/2014/03/28/goog-get-ready-next...
Only if the market believes they have the same fundamental value.
Edit: well, if differences in price stabilise then you might "arb" unequal price movements away, but it's still risky. The best you can probably do is bet generally on corellated movements, not fine-grained one-to-one matching.
CMCSA has voting rights, CMCSK does not.
(And there are also Class B shares which are not publicly traded, and have a guaranteed 1/3rd vote share. They are all under the effective control of the current President/CEO, who is the son of the original founder.)
Because I think this couldn't be done in HK or UK stock market.
It almost never carries voting rights.
'Hong Kong’s bourse doesn’t allow share classes with different voting rights, as the U.S. does. Such arrangements helped Zuckerberg and Google co-founders Larry Page and Sergey Brin keep control of their companies after they went public."
This has some interesting side effects to things such as the S&P 500 (http://www.forbes.com/sites/investor/2014/04/02/google-moves...)
You might not be surprised that the origination of the short naming convention was heavily caused by the ticker tape machine (dramatically more convenient in most respects to just enter a short symbol rather than the whole company name).
This dilution of shares essentially gives those with a large share of stock options (like Brin & Page) more power.
Edit: As a user pointed out, Class B should be Class C
This implies so. And FB has done $22B in deals since the IPO.
Apple juice is different from milk.
No one is getting screwed, they can buy what they want, or not.
I have been noticing this and assume it's meant to help them fund their robotic and autonomous car projects. These are likely capital-intensive segments of the company.
It's sorta-kinda worked for MS. They have 4 or 5 distinct lines of business, each of which could qualify as an F500 alone.
Google don't have that. They have 1, and only 1, line of business sustaining every outlay they have. They've only ever had 1, and only 1, line of business, right back to their first public reports.
edit: i do believe they make a bit of money with youtube now, but it is still advertising. they haven't successfully SOLD anything to date.
I actually think lots of them make money -- over $5 billion in non-advertising revenue in 2013 [1]-- its just they are dwarfed by the scale of the revenue from search advertising ($50 billion in 2013.)
> they haven't successfully SOLD anything to date.
If they haven't sold anything but advertising, they must have just conjured that $5 billion in non-advertising revenue (and that total, and the proportion of non-advertising revenue to total revenue -- has been growing every year) in 2013 out of thin air. Which, you know, would be even more impressive than selling stuff.
They have not really had a successful product outside of advertising. Chromecast is probably the closest thing to a success out of all the other things they do. Seeing as how they don't have a single business line over a billion, I'd consider all of them hobbies at this point for a company the size of google.
Apple TV is a > 1 billion product now, and it is absolutely a hobby for Apple. Yet they have 4 different product lines that are huge businesses. Microsoft has a lot of huge business lines. Google has advertising and a bunch of hobbies. Hopefully at some point they turn into something. I'm specifically rooting for Fiber. But that doesn't mean it's true right now. It's just not.
It's not like deriving income from advertising is a strange way to do business.
At least Google is a bit more diverse with how they spend their money.
Sure they got lots of other companies to do the expensive hardware R&D, manufacture and marketing, but in the end, what's a multi-billion dollar market in devices is still just a funnel into line-of-business #1.
Windows and Office have locked users in for many years. But hardware cannot. Many years ago I was a Dell user, then I am now a Mac user. A few years back I was Nokia and then Sony Ericson and then Samsung, Motorola and now Apple. I think Google made a smart move to only make very limited hardware product on their own.
If they had attempted to do their own hardware, it would have been a horrendously uphill battle against the phones in the market at the time (Apple had tiny share, Nokia colossal).
Putting out the OS meant that hardware manufacturers could compete with different features whilst still (theoretically) having a common OS that users could mostly navigate around and app developers could write for. Contrast this with Nokia at the time, where S40 etc. worked wildly differently on different phones, with different JSRs supported by the J2ME runtimes on each phone, and where they essentially competed with their own other Nokia phones for specs; Nokia did a massive range of phones that were mostly the same but looked different or had very mild changes - it was too much choice!
This way Google could carry on doing software and leave the hardware to external companies that were used to doing hardware. I still have my TMobile G1 though, for history's sake. Don't use it though - it practically has no RAM left over after boot.
You are never really in the business of your expenses. A farm is not in the diesel and fertiliser business.
One of them is advertising. It is 95% of revenue. If it stopped, Google would effectively die.
The other is Motorola Mobile, which is a side-effect of buying it. If it stopped, I am not sure there would be much more said than a few B-mag retrospectives.
So I guess I am wrong, Google is only 95% an advertising company.