Google Stock Split Should Have Icahn Fuming!

You would think Wednesday’s Google GOOGGOOGL stock split would have activist investor Carl Icahn making a lot of noise and maybe it will. Here’s why.

Icahn appears to be trying to cement his legacy as a person who was about making the playing field fair for everyone, especially when it came to how companies are governed in the United States.

He’s gone so far as to create a website, Shareholders’ Square Table, to speak out against a system that he says allows company boards of directors to make decisions without any shareholder accountability. In his latest blog post, Icahn said,

“For many years I have been a proponent of active participation by stockholders in public companies…”

He continues, “Obviously, a business that operates solely through employee control and without owner influence would be missing a critical element for success – decision-makers with real skin in the game who can provide the necessary checks and balances to otherwise uncontrolled power.  Simply put: How much candy would be left in the candy store if employees reported only to themselves?”

But what does that have to do with Google?

Wednesday, Google cemented its 2 for 1 stock split and created a new class of shares—the C shares, which will trade under the familiar “GOOG” symbol. If you’re an owner of Google shares, you currently own the A shares. As of January 30, there were about 280 shares outstanding and every shareholder received one vote. Those A shares will now trade under the ticker, “GOOGL.”

There are also B shares. There were about 56 million B shares outstanding with 51 million owned by the company owners and founders Sergey Brin, Larry Page, and Eric Schmidt—former CEO. Each class B share comes with 10 votes. The newly created C shares come with no voting rights and will likely go to employees as stock awards or for acquisitions.

Sergey Brin and Larry Page alone have 468 million votes giving them 55 percent of the total votes—total control of the company. With the new C shares, the company can issues as many shares as it would like without giving up any additional control of the company. To be fair, nothing about Wednesday’s news shifted the balance of power. Brin and Page have had control long before the C shares were created.

To illustrate the issue, shareholders cast 180 million votes to block the new structure—triple the amount of any other resolution but that was no match for Brin and Page casting 10 votes for each of their B shares.

Icahn has been vocal about giving more of a voice to shareholders in order to restore what he considers to be true corporate governance. He’s likely not licking his chops for Google, though. He’s already looking at Apple and if he wanted a new tech target, Facebook, Zynga, Groupon, and LinkedIn all have a similar class structure. Take your pick, Carl.

Disclosure: At the time of this writing, Tim Parker was long Apple.