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TheStreet Open House

We Interrupt This Program to Tell You About Google's Stock Split



Oh yes they will because Page and Brin own mostly Google's Class B shares. This supposedly gives them 10 times the voting power of each Class A share. Somehow this all works out so the Google founders control 56% of the shareholder votes, even though they own less than 15% of the stock issued.

Not wanting to split hairs (just shares), a new class of non-voting stock allows Google to continue to give shares to its nearly 44,000 workers without diluting the co-founders' control. As with any stock split, it dilutes the share price of authorized stock that trades on the Stock Market simply because there will then be a doubling in the outstanding shares.

To help offset this dilution factor the company will be distributing about 277 million shares of Class C stock to shareholders based on how many Class A shares had been issued as of late last year. If Google's shares react like other 2-for-1 splits, the stock's price would be halved from its current level of more than $1,140.

Shareholders will have twice as many shares at half the price, so Google's market value should theoretically remain the same at nearly $385 billion. Now let's review the way the AP explained the shareholder lawsuit and its history.

There were and still are a group of shareholders who "... suspect the non-voting status of the Class C stock will cause those shares to trade at a significant discount to the Class A stock once the new stock is issued. The concerns led to a class-action lawsuit in Delaware chancery court filed shortly after Google announced its plans for the split in April 2012."

Now we understand why Google delayed the stock split until the lawsuit was resolved. To avoid a long and costly lawsuit Google settled evidently to the satisfaction of the shareholders. The Court approved the settlement three months ago.

That settlement means Google will have to pay the Class C shareholders, "... if the average price of their stock is at least 1% below the Class A shares during the first year after the split. The size of the payments will escalate as the gap widens, with the maximum payout required if the gap between the average prices of the Class C and Class A shares is 5% or more."

There's also a more drastic and costly component of this settlement. It calls for Google shareholders and tje Class C stockholders getting 5% of the average trading price of the Class A shares. "So if the Class A stock has an average trading price of $600 during the first year after the split while the Class C stock averages $565, Google would have to pay $30 per share in cash or additional stock." the AP said.

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