Halt the Bungled Google IPO

By John Pallatto  |  Posted 2004-08-17 Print this article Print

Opinion: The SEC should keep the Google IPO on hold for as long as it takes to clarify the legal consequences of the company's inexplicable failure to properly register 23 million shares and 5.6 million stock options.

Its astounding that Google is prepared to blithely follow through this week with its long-ballyhooed and apparently grossly bungled initial public stock offering, even as the Securities and Exchange Commission and individual states are starting legal inquiries. Google Inc. is convinced that the huge sums of money it stands to make from this IPO will readily paper over whatever blunders it made in failing to register 23 million shares and 5.6 million options. But I seem to recall that people usually get arrested, prosecuted and sentenced to prison for selling unregistered stock. However, Google appears to be saying that the legal niceties shouldnt matter because it was all due to an innocent mistake. In other words, lets do the IPO now and pick up the pieces later.
Besides, its not as though Google is a fraudulent concern with no real assets or business prospects. The companys success as the most popular search engine on the Internet promises to send the initial stock price well over $100 per share–a stratospheric level not seen since the height of the dot-com bubble.
All it needs to do to fix the problem, the company says, is offer to buy back the shares from the 1,406 people who received the unregistered stock at the original share price plus interest, for an estimated total of about $25.9 million. These shareholders have the options of rejecting the offer and suing the company. As the price of Googles stock goes up, the companys value goes down, columnist David Coursey writes. Click here to read more. But these shares are potentially worth at least $3 billion. At that price, what shareholder is willing to raise a stink about whether the shares were properly registered? But shareholders will squawk plenty and file a blizzard of lawsuits if the SEC finds that the unregistered status calls into question their legal title to the stock. At this stage of the game, anything is possible. Google is telling its shareholders to take it on faith that the company will pay whatever fines or make whatever restitution the SEC orders to fix this legal muddle. Next Page: Putting a price on haste.

John Pallatto John Pallatto is eWEEK.com's Managing Editor News/West Coast. He directs eWEEK's news coverage in Silicon Valley and throughout the West Coast region. He has more than 35 years of experience as a professional journalist, which began as a report with the Hartford Courant daily newspaper in Connecticut. He was also a member of the founding staff of PC Week in March 1984. Pallatto was PC Week's West Coast bureau chief, a senior editor at Ziff Davis' Internet Computing magazine and the West Coast bureau chief at Internet World magazine.

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