SAN DIEGO (TheStreet) -- I have a confession: I'm all for shareholder rights, and generally side with the corporate governance crowd on almost everything.
But when it comes to two or even the three classes of shares -- the latter being the route Google (GOOG) has just gone -- I just don't get exorcised.
Class A and B shares are a growing trend, especially in Silicon Valley. Insiders tend to have the voting shares; everybody else (you and me) don't. Consider this from Zulily's (ZU) recent IPO filing (emphasis by me):
"Zulily has two classes of authorized common stock, Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible into one share of Class A common stock. Outstanding shares of Class B common stock will represent approximately 99% of the voting power of our outstanding capital stock immediately following the completion of this offering."
By going so far as to create Class C shares, Google's not-so-subtle main goal is to ensure that founders Sergey Brin and Larry Page retain majority control. TheStreet's Antoine Gara lays it out well here.
The downside of the A-B structure, of course, is that it can protect complacent management. I abhor management being run for the sake of protecting management. Shame on them! That's why, in general, I'm a fan of activists.