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Google splits into GOOG and GOOGL today

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Re: Google splits into GOOG and GOOGL today

#101
post #28

Earlier quoted context omitted.

Google have been trying to find something apart from advertising since pretty much day dot. It's a strategy pioneered by Microsoft, I call it "spaghetti cannon". Turn your free cashflow into spaghetti, fire it at a wall, hope something sticks. It's sorta-kinda worked for MS. They have 4 or 5 distinct lines of business, each of which could qualify as an F500 alone. Google don't have that. They have 1, and only 1, line…

I do wonder sometimes what Android could have meant to them if they had kept it more close hold and made and sold their own devices. Sure they got lots of other companies to do the expensive hardware R&D, manufacture and marketing, but in the end, what's a multi-billion dollar market in devices is still just a funnel into line-of-business #1.

Even when they work with external suppliers (and a few of them for some reason) for items such as the Nexus devices, they still have failings such as very flat shapes that are hard to hold comfortably without dropping and smashing (like the older Nexus phones).

If they had attempted to do their own hardware, it would have been a horrendously uphill battle against the phones in the market at the time (Apple had tiny share, Nokia colossal).

Putting out the OS meant that hardware manufacturers could compete with different features whilst still (theoretically) having a common OS that users could mostly navigate around and app developers could write for. Contrast this with Nokia at the time, where S40 etc. worked wildly differently on different phones, with different JSRs supported by the J2ME runtimes on each phone, and where they essentially competed with their own other Nokia phones for specs; Nokia did a massive range of phones that were mostly the same but looked different or had very mild changes - it was too much choice!

This way Google could carry on doing software and leave the hardware to external companies that were used to doing hardware. I still have my TMobile G1 though, for history's sake. Don't use it though - it practically has no RAM left over after boot.

Re: Google splits into GOOG and GOOGL today

#102
post #75

If the Class C shares go to whoever held the stock on March 27, why didn't the price drop by half at the open on the 28th?

Because the "GOOG" you saw listed was not Google's Class A shares, but rather the price of the Class A shares plus the right to receive a Class C share.

Re: Google splits into GOOG and GOOGL today

#103
post #83

Earlier quoted context omitted.

Why would Google be required to pay cash when Facebook wasn't?

That's the point of this change - Google weren't required to pay cash, but given their limited ability to offer stock deals without dilution of the founders' voting rights, it was probably not possible to offer stock.

This is nonsense.

If they could have offered x billions in y shares, what change now? Will people accept offers for x billions in 2y shares?

It makes zero sense!

Re: Google splits into GOOG and GOOGL today

#104

Earlier quoted context omitted.

Google pays no dividends, and by all the public information they have ever released, they never intend to.

Apple never paid dividends under Steve Jobs but now they pay dividends.

It should be noted that Apple doesn't have this "minority shareholders are sheep with no say" structure and thus was quite open to pressure from them(Icahn et al).

Personally, I am all for activist shareholders in a public company and proxy fights. Google and Facebook are heading down a path to stagnation at some point. What then?

Re: Google splits into GOOG and GOOGL today

#105
post #80

Earlier quoted context omitted.

I skimmed it, it seems a bit suspect, holding up as evidence that four relatively recent tech IPOs have dropped since their debut, and the original research was conducted by what sounds like a shareholder advocacy group. Zynga, Facebook, and Groupon didn't drop because of the share structure, and it's disingenuous to suggest that that was a probable reason. I've seen the damage that focus on short term share price wr…

The study itself looked at 114 companies in the S&P 1500 (not a typo). The majority of them were consumer discretionary and industrials, not tech. One thing the study didn't make clear was what its control was. It seemed like they were measuring returns relative to the S&P 1500 as a whole, but this introduces a lot of conflating factors. The study also found that controlled companies with a single-class structure (eg…

Yeah, when dealing with a few instances, it's hard to say if it's just random variation. The summary he pointed to called out the 4 tech companies mentioned as evidence, I didn't look to see if they were emphasized in the source. Thanks for summarizing what you read.

Re: Google splits into GOOG and GOOGL today

#106

This is meant do to one thing -- let the founders retain control while allowing for large stock acquisitions. It's possible Google was muscled out of the Whatsapp deal simply because they couldn't pony up the money. $20B is almost half of their cash on hand. Note that the Nest and Waze acquisitions (small in comparison) were paid for almost entirely in cash.

Google wouldn't have paid $20 billion for Whatsapp, and the only reason Facebook did is because their stock is very overvalued, and Zuckerberg knows that, so he's taking advantage of it while he can. Google's stock isn't that overvalued, if at all so they can't buy apps with $20 billion of what is basically "play money".

Re: Google splits into GOOG and GOOGL today

#107
post #103

Earlier quoted context omitted.

That's the point of this change - Google weren't required to pay cash, but given their limited ability to offer stock deals without dilution of the founders' voting rights, it was probably not possible to offer stock.

This is nonsense. If they could have offered x billions in y shares, what change now? Will people accept offers for x billions in 2y shares? It makes zero sense!

The new shares issued here have stricly no voting rights.

So they can offer them in any quantity without having to worry about diluting their voting rights. Whereas offering 19B in voting shares (even though I'd imagine class A shares have less rights than class B) might have been enough to dilute Brin and Page's voting rights significantly.

Re: Google splits into GOOG and GOOGL today

#108
post #68

Earlier quoted context omitted.

> "Ownership" without control gives you precisely nothing This statement implies non-voting stock is worthless. That is untrue. There are people willing to pay good money for nonvoting stock. Imagine a dual-class share company. Class B shares cannot vote. Class A shares can vote - they own 100% of the vote share. But both classes are pari passu in economic terms - if Class A gets a $1 dividend Class B must receive th…

Thank you, that was very clear. > if Class A gets a $1 dividend Class B must receive the same. Does this mean that companies cannot split into voting and non-voting stock without paying out a dividend?

When JumpCrisscross mentions a dividend, he means any dividend paid by the company in the future. There isn't a special dividend paid on splitting.

Although sometimes there is. A few weeks ago, Vodafone got rid of its stake in Verizon, and did that by distributing some of the shares to its shareholders, and selling others and then distributing the proceeds. Effectively, there was a split and a dividend at the same time.

As someone who is partly responsible for the sanity of market data in a financial application, i can tell you that my colleagues and i look forward to such manoeuvres with utter dread.

Re: Google splits into GOOG and GOOGL today

#109

Earlier quoted context omitted.

> "Ownership" without control gives you precisely nothing This statement implies non-voting stock is worthless. That is untrue. There are people willing to pay good money for nonvoting stock. Imagine a dual-class share company. Class B shares cannot vote. Class A shares can vote - they own 100% of the vote share. But both classes are pari passu in economic terms - if Class A gets a $1 dividend Class B must receive th…

> Would you believe those 999,999 non-voting shares are worthless? If the owner of the company had shown no indication of ever wanting to pay a dividend, and if there was no reason to assume the company would ever be liquidated, then yeah -- there is no reason for those shares to have any non-zero value. Future cash flows are only relevant insofar as shareholders can receive or influence them. If those 99999 shares h…

> If the owner of the company had shown no indication of ever wanting to pay a dividend... future cash flows are only relevant insofar as shareholders can receive or influence them

The stock of a company which will never pay out any dividends is worthless. The company's profits will go to everyone - bondholders, suppliers, customers, employees - except the shareholders. This will continue until liquidation, at which point the shareholders will be impaired or wiped out.

If a stock has value, voting or not, someone expects dividends. Investors may think management is bluffing - then both classes of stock would receive the same dividends. Or they may think they can coerce management into paying a dividend. This would create a contest of control. A temporary spread between the two classes would emerge. The contest of control has two possible outcomes. Management could forever resist the shareholders, in which the value of both classes is zero. Or shareholders could win, pay a dividend and restore parity between the classes.

Why does Google say it will never pay dividends? Because our markets punish growth companies acknowledging slowing growth. Announcing dividends is a sign of slowing growth. It seems like a specific type of investor invests in growth companies. When growth slows those investors hand their shares over to a different set of investors, value investors. The trade-off is tricky, and often involves proxy fights and management changes.

Re: Google splits into GOOG and GOOGL today

#110

"Ownership" without control gives you precisely nothing, except for perhaps standing in a shareholder lawsuit. A company being unaccountable to its investors should make it unattractive as an investment.

> "Ownership" without control gives you precisely nothing This statement implies non-voting stock is worthless. That is untrue. There are people willing to pay good money for nonvoting stock. Imagine a dual-class share company. Class B shares cannot vote. Class A shares can vote - they own 100% of the vote share. But both classes are pari passu in economic terms - if Class A gets a $1 dividend Class B must receive th…

Is there anything Larry and Sergey could have done when they first set up the shares that would have avoided (or delayed) having to do a stock split? e.g. given the Class B shares 20 or 100 votes?
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