Chapter 917 Lake Tahoe Conference

When I got up in the morning and was about to upload, I found that I was not satisfied, so I changed and changed and changed. At the last look, yo, it was already past 6:30, so I would like to apologize to the book friends who got up early like me, and I solemnly promise that such a thing will never happen again in the future.

The stern of a double-decker yacht in the middle of Lake Tahoe, with various fruits and pastries on the table, and an opened bottle of red wine lying in the ice bucket, in a very casual posture.

However, Feng Yiping, Page, and Brin, who were sitting opposite each other, looked serious.

All the staff on the boat, as well as their three bodyguards, were gathered at the bow of the boat at this time, so this was a very private conversation.

"I have read a lot of materials in the past two days, and I have a clearer understanding of the two points of your plan. I can see that you set these two points mainly to practice your ideas. I admire you very much,"

"At the same time, I have some thoughts on these two points. Due to limited time, my thoughts may not be correct. However, I still hope to provide you with some references,"

Feng Yiping didn't hold back anymore, and directly talked about the topic when he came up.

"I would like to talk about the second question first, which is the question of the dual shareholding structure. Personally, I think, according to the current trend, is it necessary?"

The dual shareholding structure is different from the company’s voting structure in which one share, one vote and shareholders’ voting rights are the same in the usual unitary shareholding system. The preferred shares in the dual shareholding structure, or original shares (usually B shares), are paid per share. It has more voting rights than ordinary shares (usually A shares).

For example, what Page and the others plan is that the voting rights of one B-share are ten times that of ordinary A-shares, but when the B-shares are sold, its voting rights will automatically be on par with A-shares.

The official purpose of the dual shareholding structure adopted by listed companies is mainly to prevent hostile takeovers and for the long-term development of the company.

Because for general listed companies, shareholders and management mostly only pay attention to the short-term performance of the company but ignore the long-term development. The dual shareholding structure can make the company's top management focus on the company's long-term goals without being overly distracted by short-term profit fluctuations.

However, behind these great principles, there are naturally factors considered by the founders for their own personal interests, and this may also be the main factor-you know!

Therefore, there is a fundamental flaw in the design of the dual shareholding structure, that is, it violates the shareholder governance structure of modern companies, is not conducive to the protection of shareholders' interests, and easily leads to the possibility of dictatorship in management.

In companies with a dual-class share structure, corporate executives tend to waste cash flow and pursue goals that are in their own interests rather than shareholder interests.

Once they make a wrong decision, the consequences they have to bear are also very limited, so the dual shareholding structure intensifies the moral hazard and adverse selection of actual operators in corporate governance.

Also because of these reasons, although the dual shareholding structure is widely adopted around the world, it is different in each country (region).

Dual-class share structures are more common in Canada, Germany, Denmark, Switzerland, Norway, Finland, Sweden, Italy, Mexico, Brazil and South Korea, but less common in the US, UK, France, Australia, Hong Kong, South Africa and Chile.

Later, when Taobao was listed, it encountered obstacles in Hong Kong because the "partnership system" proposed by the richest man Ma was actually a dual-shareholding structure. The Hong Kong Stock Exchange believed that this would not be conducive to protecting the interests of shareholders, so it did not approve it.

Of course, when Feng Yiping saw the news at the time, he always thought, maybe there is also Hong Kong's inherent sense of superiority at work? If a British or American company of the same size were to go public in Hong Kong, with the same requirements, they might trot all the way to give the green light.

"I searched the relevant data. Among the listed companies in the US stock market, there are very few dual-class shareholding structures. If you look at it proportionally, it is less than 1%, and they are all public media like the New York Times. Their The reason is to keep the news true and objective, how do we explain the motivation for doing so?"

The three of Feng Yiping and the others knew that apart from the principles of long-term development, the main purpose of this design was to ensure control over Google, and there was no need to worry that Google would be acquired by other companies.

"The media industry adopts such a design, and if it can be recognized by investors, so can we. The media is to report real and objective information to the society. The work we do is actually similar to them. It is to allow users to quickly and easily. subject to any restrictions on access to such information," Page said.

This reason, it’s really a little bit, but not convincing enough, “I don’t think this kind of explanation is enough to dispel everyone’s concerns, Page, Brin, our dream is to make Google a great company , now we have been relatively successful, our users have a good impression of our Google brand, "

"However, if we put forward such an idea during the IPO process, it will definitely affect our image. Ordinary investors will definitely think that we are playing tricks. Why do we have different rights for the same price?"

"They may then doubt whether a few of us can really play a good decisive role in controlling the company? Have we really formulated a scientific and reasonable long-term development plan?"

"Then Feng, tell me, how should we deal with those coveted guys and their possible acquisitions?" Page didn't hide it, and directly pointed out the key point, "In addition to Yahoo, even Microsoft has already eyeing us,"

To be honest, Feng Yiping was really a little excited and a little proud when he heard such words. Back then, my old Feng could only earn hard money. Unknowingly, now I have become a high-tech company like Microsoft. giant rivals.

Currently in the US search market, the top three are Google, Yahoo and Microsoft.

"I think there is a solution to this," Feng Yiping scratched on a piece of A4 paper, "I currently own 15% and 5% of the shares in Pioneer Capital under my name. According to the previous agreement, the IPO At that time, I will sell 5% of the 15% of my personal name, that is, I will actually own 15% of the shares in the end. Then, as long as the two of you guarantee that the shareholding ratio will be above 18% after the IPO, we will add up , has more than 51% of the voting rights,”

He didn't even mention whether he could keep the 5%, because then he would be Google's largest individual shareholder -- so it's definitely not a good idea.

"Actually, it's more than that. It's been confirmed now that the options given to Schmidt will be 5%. Then the four of us together will have absolute control,"

"You also know my attitude. I also fully agree and support your decision. I will definitely maintain a high degree of agreement with you when voting on major issues in the future,"

"As for Schmidt, I think he should be able to understand what a rare opportunity it is to be the CEO of a company like Google, so I think he should also be consistent with us," he said.

"Even if he has doubts here, the three of us together have already exceeded 51%. So, is there any need to insist on the two-tier shareholding design that will easily affect our corporate image and cause criticism?"

He remembered very clearly that Page and Brin later held Google's shares, with one exceeding 16% and the other close to 16%, so it shouldn't be a big problem for them to hold more than 18% this time.

"18%," Page glanced at Brin, squinted his eyes and thought nervously for a while, "It's still operational, what do you think?"

"Absolutely," Brin said.

But Page didn't agree quickly, but looked at Feng Yiping. Then, the biggest problem now is Feng Yiping's position in the future. If he is 15%, if he supports his side, then he will dominate, but, If he falls to the possible opposite, it is a very deadly threat to himself.

The problem here becomes a problem of trust.

Feng Yiping looked at Page without hesitation. Although Google was not as great and upright as it advertised later, not to mention other things, from a young age, Google also violated many copyrights and did not respect people's privacy.

To put it more bluntly, as an enterprise, its ultimate goal must be to pursue monopoly, and Google has indeed achieved this. In essence, a monopoly company is a kind of evil....

However, I have to admit that these two young people have really kept most of the bottom line and developed the company well. In this case, why should I help other targets to acquire Google?

Page was thinking about what happened after meeting Feng Yiping.

This is really a young man that he admires very much, especially his grasp of the general trend of the future, which is very impressive. He deserves to be the person who wrote a book like Blue Ocean Strategy. With just one look, he immediately found a thoroughfare.

Of course, because of the different cultural background, there are also some bad factors in him. For example, I feel that his sense of competition is not too strong, which can be seen from the fact that he has never played rugby.

Like most Orientals, he also pays more attention to the interests of himself and the small groups around him, has little desire to change the world, and is not too enthusiastic about charity and public welfare.

Believe in doing more and talking less, always trying to keep a low profile... blah blah blah.

However, generally speaking, this is a young man who is positive, warm-hearted, and positive....

Although there is no deep relationship between Brin and himself, Page, who has always been rational, has already come to a conclusion in his heart. This is not only an excellent partner who can cooperate, but also a very worthy of contact and trust.

He glanced at Brin again, and Brin nodded knowingly, "Then, this issue is decided like this, we cancel the design of dual shareholding,"

After saying this, he stood up, stretched out a hand with a smile, and Brin also put his own hand on it, and the two looked at Feng Yiping with a smile.

Feng Yiping understood in seconds. He stood up and solemnly put his hand on top. Then, the three of them covered the other hand one by one. At this moment, they laughed sincerely, full of affection!

This is like a ceremony, which shows that from this moment on, the gang of Page and Brin has truly accepted Feng Yiping. To them, Feng Yiping is no longer just a business partner.

"You must have a drink," Brin excitedly picked up the wine and glanced at it, "It's just that today's wine doesn't match well."

"What do we three men still care about that? Even if we don't have any wine, we go to the lake to scoop up three glasses of water, and the effect will be the same,"

"Don't pay attention to him, since the day I met him, he has been so hypocritical," Page habitually slandered Brin, picked up the glass, "Come on, let's do it!"

"Dry," the three wine glasses collided together, making a crisp sound, which spread far away on the quiet lake.

So far, Feng Yiping's admission ceremony has been officially completed.

It seems that regardless of race, time and space, at the same time, different people will have the same feeling. After drinking the wine, Page took the lead in throwing the glass into the lake, and Brin and Feng Yiping also had the same feeling. Learn from example

This scene seems to be the same as it is often performed in domestic film and television dramas. In the Juyi hall, the chicken head is chopped off, and the rice wine is drunk, and in the end, the wine bowls will definitely be smashed on the ground.

It's just that when the wine glass is thrown into the lake, it is not as loud as when the wine bowl is dropped on the ground.

"Other things will be arranged later, let's finish the business today, Feng, tell me your views on IPO pricing,"

"I agree with this point in principle, but I still have some concerns," Feng Yiping talked to them now after the joining ceremony just now, a lot more casually.

Historically, Google's IPO pricing has been a failure on the whole, and it once affected the listing process, and even almost prevented it from being listed in 2004.

"I want us to be very clear about the difficulties we're going to have to do that," he said.

"First, there's the general opposition from the investment banks," he said.

Taking back the pricing power from investment banks is not a trivial matter. It directly touches the cake of investment banks. Moreover, if a company like Google does this, it will inevitably set a bad example for other high-tech companies that will go public later.

It is easy to predict how dissatisfied Wall Street will be with Google's unusual move to destroy the entire investment bank's interest chain. Consistent opposition is definitely inevitable.

They will never sit back and watch the company become the core of the listing process, while their own functions are weakened and reduced to a supporting role.

"Can we resolve their possible objections in time?"

"We have considered this point, and we want to get the support of some investment banks by expanding the size of the underwriter," Page and the others obviously considered.

Different from general IPOs, if an IPO with Dutch auction pricing is implemented, those interested investors must first open an account in the bank of the lead underwriter, which brings many potential high-quality customers to the bank.

"I think this is definitely not enough, because the number of lead underwriters is still limited. Most investment banks will definitely object, and our underwriters will also join the opposition team."

"So I think that if we want to implement auction pricing, our current preparations are far from enough,"

“Not to mention anything else, if pricing in this way, future IPO application changes, which are not a big problem at first, will become very difficult,”

"Every revision will involve a huge amount of legal terms that make lawyers dizzy. Don't think that such a thing is very simple, it will really be more complicated than we imagined,"

"And this pricing method has greatly increased the difficulty of these tasks,"

"So, do you think it's the best choice for us to let Wall Street's investment banks manipulate us?"

The relationship has become closer, both good and bad. For example, now Feng Yiping speaks less politely than before, and Page is also like this. Moreover, saying such words with his bad temper is really quite lethal.

ps: Thank you very much for your support. I am very grateful to the book friends Qiuzhi Shenguang, Demon Realm Little Tiger, I am the banker, I will not take my name, middle-aged architect, Feng Yangjian, 1 ticket, Tiantian Beacon, Dongfang Shuo Rewards from 19990327, Stupid Kid Bin Bin, Obi Qi Laki, Star of Love, Liu Feiyun, Starting in the Year of Birth, Heart LT, and xindi911!