Google founders plan big stock sale

By Stacy Cowley, small business editor


NEW YORK (CNNMoney.com) -- Google founders Larry Page and Sergey Brin plan to sell off 5 million Google shares each over the next five years, a move that could see them surrender majority voting control over the company they created.

Google (GOOG, Fortune 500) has an unusual dual-stock structure. "Class A" shares are publicly traded on the Nasdaq exchange, while "Class B" shares are reserved for insiders and carry 10 times the voting power of other shares.

Brin and Page plan to dip into their deep reservoir of Class B shares, selling up to 17% of the 57.7 million shares they currently hold, according to a regulatory filing submitted Friday. Those sales would reduce their voting power over Google's stock from 59% today to around 48%, depriving them of majority control.

But CEO Eric Schmidt currently holds shares accounting for almost 10% of Google's voting power. Together, the trio would continue to control Google, as they have for nearly a decade.

"We run Google as a triumvirate," Page and Brin announced in an "owner's manual" included in Google's 2004 IPO filing. "The three of us run the company collaboratively with Sergey and me as presidents. The structure is unconventional, but we have worked successfully in this way."

Google created its two stock classes because of the founders' desire to keep control vested with their management team. It's a risk to shareholders that Google discloses routinely in its regulatory reports.

Schmidt, Page and Brin "have significant influence over management and affairs and over all matters requiring stockholder approval," the company wrote in its most recent annual report. "This concentrated control limits our stockholders' ability to influence corporate matters and, as a result, we may take actions that our stockholders do not view as beneficial."

Page and Brin's stock selloff will take place through gradual, pre-arranged sales over the next several years. Such trading plans are commonly used to diversify the portfolios of executives with significant holdings in their own company stock.

Google's stock closed Friday down 6%, at $550.01 per share. At those prices, Page and Brin would each fetch $2.75 billion from their stock sales. To top of page

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