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.
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.