The key aspect of Google’s earnings yesterday was the don’t-call-it-a-stock-split stock split. I say “don’t-call-it-a-stock-split” because it technically wasn’t one, but it was effectively one. There will now be double the number of Google shares outstanding. It’s just that the shares won’t all be equal. Half of them will be of a different type of class, which is important when it comes to company governance. Those shares will carry no voting power.
I’m not going to pretend to understand all of the intricacies here. But I think Felix Salmon has the most interesting take on the news. He flat-out calls the maneuver evil.
He notes that for much of the 20th century, dual-class voting shares were illegal. And even when they came back in 1986, the idea was to have protections in place. The majority of independent shareholders (so, non-management and non-directors) were supposed to approve such a move.
But Google didn’t see to that. Instead, they appointed a small committee of independent directors (so, just those that don’t actually work at Google) to make the call on the proposal. And because that committee approved it, it will now go before all the shareholders for a vote in June. And, notably, that vote will include Google’s management.