Google: "We may take actions that our stockholders do not view as beneficial"

A rather strange aspect of Google is the two-tier share system that ensures that mere investors are to be kept at bay lest they get in the way of Brin, Page and Schmidt’s plans. The company’s own 2005 10-K report notes:

“Our Class B common stock has ten votes per share and our Class A common stock
has one vote per share. As of
December 31, 2005 our founders, executive
officers and directors (and their affiliates) together owned shares of Class A
common stock and Class B common stock representing approximately 78% of the
voting power of our outstanding capital stock. In particular, as of
December
31, 2005
, our two founders and our CEO, Larry, Sergey and Eric, controlled
approximately 84% of our outstanding Class B common stock, representing
approximately 69% of the voting power of our outstanding capital stock. Larry,
Sergey and Eric therefore have significant influence over management and
affairs and over all matters requiring stockholder approval, including the
election of directors and significant corporate transactions, such as a merger
or other sale of our company or its assets, for the foreseeable future. In
addition, because of this dual class structure, our founders, directors,
executives and employees will continue to be able to control all matters
submitted to our stockholders for approval even if they come to own less than
50% of the outstanding shares of our common stock. This concentrated control
limits your ability to influence corporate matters and, as a result, we may
take actions that our stockholders do not view as beneficial. As a result, the
market price of our Class A common stock could be adversely affected.”

So they warn ominously of future clashes between shareholders and the Google brain trust, but overall the news is good: Google has announced very high earnings in their latest quarter, as marketwatch.com reported:

Google Inc. […] shares rallied 7.4% to $457.50 in pre-market trades Friday as Wall Street analysts cheered its latest earnings report. Goldman Sachs, Stifel Nicolaus, Merrill Lynch, RBC and ThnkEquity Partners were among the brokers to increase their price targets for the Internet firm. Stifel Nicolas said Google’s revenue of $2.69 billion beat its $2.61 billion estimate. Cash earnings of $2.62 a share came in above Stifel’s $2.34 a share target.


Has Google seen such enormous growth in share price that its future growth will be slow, as in the case of Microsoft, or will it continue to grow? Online advertising and search technology are industries that Google is easily number one in, while services like Google Earth, Gmail and Google Video/YouTube do not seem like highly profitable businesses by themselves and it seems that enormous future growth, if it comes, will probably issue from those two key bases of ads and search technology.

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