Vol 5 Chapter 51: Lake Tahoe Conference

When I got up in the morning to upload, I found that I was not satisfied, so I changed it and changed it. The last time I saw, oh, it was actually after 6:30. So, I apologize to the book friend who got up early like me. We solemnly promise that this kind of thing will never happen again in the future.

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

However, Feng Yiping, Peggy, and Brin sitting opposite each other looked serious.

All the staff on the boat, as well as their three bodyguards, were concentrated on the bow 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 have set these two items mainly to practice your ideas. I admire them."

"At the same time, regarding these two points, I have some ideas. Because of the limited time, these ideas may not be correct. However, I still hope to provide you with some reference."

Feng Yiping didn't sell off any more, he came up directly to talk about the topic.

"I want to talk about the second issue first, that is, the dual-shareholding structure. I personally think that based on the current trend, is it necessary?"

The dual shareholding structure is different from the common voting structure of a company with one share, one vote and the same shareholders’ voting rights. The superior shares in the dual shareholding structure are also called original shares (usually B shares). Possess more voting power than ordinary shares (usually A shares).

For example, Page's plan is that one B share has ten times the voting power of ordinary A shares, but when B shares are sold, its voting rights will automatically match those of 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, most shareholders and management only pay attention to the short-term performance of the company but ignore the long-term development. The dual ownership structure can make the company's senior management pay attention to the company's long-term goals without being overly distracted by short-term profit fluctuations.

However, behind these principles, there are naturally factors that the founder considers for his own personal interests, and this may also be the main factor-you know!

Therefore, there is a fundamental flaw in the design of dual ownership 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 a company that implements a dual-shareholding structure, the person in charge of the company will often waste cash flow, and will pursue goals that are in line with their own interests, rather than satisfying the interests of shareholders.

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

For these reasons, although the dual shareholding structure is widely adopted worldwide, it is different for each country (region).

In Canada, Germany, Denmark, Switzerland, Norway, Finland, Sweden, Italy, Mexico, Brazil, and South Korea, dual-shareholding structures are more common, while in the United States, the United Kingdom, France, Australia, Hong Kong, South Africa, and Chile, it is less common.

Later, Taobao’s listing in Hong Kong was blocked because the "partner 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 rejected it.

Of course, when Feng Yiping saw the news at the time, he was always thinking, perhaps Hong Kong’s inherent superiority is also attributable to this? Instead, British or American companies of the same size will be listed in Hong Kong. They are afraid that they will run the green light all the way for the same requirements.

"I searched for relevant data. Now, in the U.S. stocks listed companies, there are very few dual-shareholding structures. If you look at it proportionally, it is less than 1%, and they are all public media like The New York Times. The reason is to keep the news truthful and objective. How do we explain the motivation for doing this?"

Feng Yiping and the three knew well that apart from those long-term development principles, the main purpose of such a design was to ensure the control of Google, without worrying that Google would be acquired by other companies.

"The media industry adopts such a design and can be recognized by investors. Then, we can too. The media reports true and objective information to the society. The work we do is actually similar to them, in order to allow users to be quick and unresponsive. Access to this information is subject to any restrictions," Page said.

This reason is really contaminated, but the persuasiveness is not strong enough. "I think this explanation is not enough to dispel everyone's concerns. Page, Brin, our dream is to make Google a great company. , Now we have been relatively successful, and our users have a good impression of our Google brand."

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

"They may then wonder whether we have a good decisive role in controlling the company? Have we really formulated a scientific and reasonable long-term development plan?"

"Then Feng, you said, in the face of the guys who are eyeing their eyes, how should we face their possible acquisitions?" Peppa did not hide, and directly pointed out the key point, "In addition to Yahoo, even Microsoft has long been Watched us,"

To be honest, Feng Yiping is really a little excited and proud to hear such words. At the beginning, my old Zhang could only make hard money. Unknowingly, now it has become a high-tech like Microsoft. Competitors of giants.

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

"I think there is a complete solution to this," Feng Yiping drew on an A4 paper. "My current personal and my own Pioneer Capital hold 15% and 5% of the equity respectively. According to the previous agreement, the IPO At that time, I will sell 15% of my personal name and sell 5%, that is, I actually own 15% of the shares. Then, as long as the two of you are guaranteed to hold more than 18% after the IPO, we will add them together , Have more than 51% voting rights,"

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

"In fact, it's more than that. It has now been determined that the option given to Schmidt will be 5%. Then the four of us together will have absolute control."

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

"As for Schmidt, I think he should know 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,"

"Even if he is suspicious here, the total of the three of us already exceeds 51%. Then, is there any need to insist on a two-level equity design that easily affects our corporate image and is easily criticized?"

He remembered very clearly that Page and Brin later held Google’s shares, one over 16% and the other close to 16%, so let them hold over 18% this time, there shouldn’t be any major problems.

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

"Sure enough," Brin said.

But Peppa did not agree quickly, but looked at Feng Yiping. Then, the biggest problem now is Feng Yiping's future position. If he supports his side by 15%, then he will be dominant. However, If he fell to the possible opposite, it would be a very deadly threat to himself.

When the problem comes here, it becomes a question of trust.

Feng Yiping looked at Page without evasiveness. Although Google was not as glamorous as it advertised, it didn't talk about other things. From a young age, Google also violated many copyrights and did not respect people's privacy.

To put it a little bit bigger, as a company, its ultimate goal is definitely to pursue monopoly. Google did this later. In essence, a monopolistic company is a kind of evil....

However, I have to admit that these two young people really kept most of the bottom line and developed the company well. In that case, why should I help other objects 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. It is very impressive. He is indeed a man who wrote a book like Blue Ocean Strategy. When he was still working hard to find his way in the mud, He just glanced at it, and immediately found a thoroughfare.

Of course, because of his different cultural background, there are some unfavorable factors in him. For example, he feels that his sense of competition is not too strong. You can tell from the fact that he has never played football.

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

Believe in doing more and saying less, always try to keep a low profile... etc.

However, in general, this is still a positive, enthusiastic, and sunny young man.

Although there is no deep relationship between Brin and himself, Page, who has always been rational, has already concluded that this is not only an excellent partner who can cooperate, but also a person who is very worthy of communication and trust.

He glanced at Brin again, and Brin nodded knowingly, "Then, this is the decision. We cancel the dual-share design."

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

Feng Yiping understood in seconds, he stood up, solemnly put his hand on the top, and then the three of them put their other hand over. At this moment, they laughed from the bottom of their hearts, full of affection!

This is like a ceremony. It shows that from this moment on, Page and Brin have truly accepted Feng Yiping. For them, Feng Yiping is no longer just a business partner.

"Must have a drink," Brin happily picked up the wine and glanced at it.

"The three of us still care about that now? Just go to the lake to scoop three glasses of water, and the effect is the same,"

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

"Fuck," the three wine glasses touched each other, and there was a crisp sound, which spread far away on the quiet lake.

At this point, Feng Yiping's admission ceremony was officially completed.

It seems that regardless of race, time and space, at the same time, different people will have the same feelings. After drinking all the wine, Peppa took the lead to throw the wine glass into the lake. Brin and Feng Yiping also had the same feeling. Sample

This scene seems to be the same as it is often performed in domestic film and television dramas. In the Juyi Hall, beheaded, drink rice wine and worship the handle. In the end, the wine bowls will fall to the ground.

It's just that the wine glass was thrown into the lake, not as loud as the wine bowl fell on the ground.

"Other things will be arranged later. Let's finish the main business today, Feng, tell me your opinion on IPO pricing."

"I agree with this in principle, but I still have some concerns," Feng Yiping is now talking to them a lot after the initiation ceremony just now.

Historically, Google’s IPO pricing, on the whole, failed. It also affected the listing process for a while, and even almost prevented it from being listed in 2004.

"I hope we have a very clear understanding of the difficulties we will encounter in doing this,"

"First of all, there is general opposition from investment banks,"

It is no trivial matter to take back pricing power from investment banks. It directly touched the cake of investment banks. What's more, if a company like Google does so, it is bound to set a bad example for other high-tech companies that will later go public.

It is easy to predict how dissatisfied with Google's unusual move to disrupt the entire investment bank's interest chain ~www.wuxiaspot.com~Wall Street, it is easy to predict that consistent opposition is definitely inevitable.

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

"Can we resolve their possible objections in time?"

"We have considered this point. We want to get the support of some investment banks by expanding the scale of underwriters," Page and they obviously have consideration.

Different from ordinary IPOs, if a Dutch auction-priced IPO is implemented, then those interested investors must first open an account in the lead underwriter’s bank, 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 definitely want to oppose it, and it does not rule out that our underwriters will also join the opposition."

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

"Not to mention other things, adopting this method of pricing and future changes in the IPO application will not be a big problem, and it will become very tricky,"

"Each modification will involve a huge amount of legal terms that make lawyers feel dizzy. Don't think that such a thing is very simple, it is really complicated beyond our imagination,"

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

"So, do you think we are the best choice if we are the investment bank of Wall Street?"

The relationship has become closer, both good and bad. For example, Feng Yiping is not as polite as before, and Peppa does the same, and, with his stinky temper, the lethality is really great. (To be continued.)