
Could Anyone Buy Google?  - buckpost
http://www.markevanstech.com/2008/02/06/could-anyone-buy-google/
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jorgeortiz85
No.

As per Google's IPO filings
([http://www.sec.gov/Archives/edgar/data/1288776/0001193125041...](http://www.sec.gov/Archives/edgar/data/1288776/000119312504142742/ds1a.htm)),
there are two classes of Google Common Stock, Class A and Class B.

Only Class A stock can be publicly traded. It's listed as GOOG on Nasdaq.

Class B stock is "insider" stock. It's the stuff that Larry, Sergey, Sequioa,
and Google's employees got. It can't be publicly traded.

If you want to sell Class B ("insider") stock, you can convert 1 share of
Class B stock into 1 share of Class A stock. Class A stock can then be sold on
the public market.

The catch? Class B stock gets 10 votes per share, while Class A stock only
gets 1 vote per share.

If someone decided to launch a hostile takeover of Google, they'd have to
convince Larry, Sergey, and Google's VCs and employees that Google should get
acquired. Most other stockholders (those holding Class A stock that is
publicly traded) don't really matter, because their stock gets far, far fewer
votes. Even if you bought all the oustanding Class A stock there is, you'd
still have a rather tiny share of voting power.

~~~
dejb
As far as I'm aware the board of any company is legally obliged to act in the
interests of all shareholders. If an offer was big enough then each board
member would probably have to defend their decision in court from angry
shareholders if they refused, possibly against criminal as well as civil
charges.

So in the event of say a $500 Billion offer, the whole board would have to
resign if they didn't want to sell. Where it goes from there I don't know? Of
course I don't see anyone offering that much in a hurry.

~~~
marcus
The board can decide to put the decision to the general assembly of stock
holders and in that, the preferred shares will get more votes and stop the
decision.

Shareholders will have no legal recurse to take, as they we're fully informed
of this power balance before they bought the shares.

~~~
dejb
Imagine if the decision clearly disadvantaged one class of shareholders in
favour of another. For example just taking all the assets of the company and
distributing them to Class B shareholders, leaving the class A shares
worthless. I do believe there would be legal recourse in this type of
situation.

------
mwerty
Chuck Norris

