안정된 기업지배구조와 기업공개(IPO): 구글사례

This paper is to examine Google founders' initial public offering (2004) and dividend/stock split (2014) strategy and its impact on corporate governance. Google's IPO strategy can be characterized by ‘Dutch auction’ and dual class shares structure, which were regarded as very exceptional at that time. To avoid investment banks-led ‘book building’ method, the founders chose ‘Dutch auction’ method, which gave rise to encouraging an active participation of individual investors in the IPO subscription, preventing a listing discount (or IPO flopping), and minimizing the IPO costs. The founders also introduced a dual-class shares structure, consisting of both Class A normal shares (one share one vote) and Class B shares (one share ten votes). Class B shares were permitted exclusively to the founders and executives, and thus only Class A normal shares were traded on the market. This ducal class structure help the founders keep their control despite the ownership dispersion after the IPO. As it became difficult to avoid the diffusion of the ownership over the past decade, the founders was forced to issue a dividend of new stock to existing shareholders that it called a stock split in 2014. To preserve its current structure after the split, newly issued Class C normal shares were designed to have no voting right. The practical implication of this study is that non-traditional IPO methods can be useful in preventing instability in corporate governance after IPO. In this regard, it is needed to consider bringing more diversity into the Korean IPO market.