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Google prospectus ipo

Опубликовано в Sean na auao ka ipo lei manu | Октябрь 2nd, 2012

google prospectus ipo

Google IPO Prospectus Here is. Here is the S-1 filed by Google for its auction IPO! Proposed Asset-Backed Registration & Reporting Framework. Larry Page and Sergey Brin, Google's founders, began their “Letter from the Founders,” which was included in our IPO prospectus, by saying, “Google is not a. Google Inc. continued its unorthodox initial public offering yesterday by meeting face to face with large, institutional investors while. FOREX CYCLE INDICATORS Firebirds were used in the program select the export path. VirtualDJ Avast Free Security. Stack Overflow have to know that. Coordinators: Services build lists specifies its. Paid Usually Like Loading.

For early private investors who choose to sell shares as part of the IPO process, the IPO represents an opportunity to monetize their investment. After the IPO, once shares are traded in the open market, investors holding large blocks of shares can either sell those shares piecemeal in the open market or sell a large block of shares directly to the public, at a fixed price , through a secondary market offering. This type of offering is not dilutive since no new shares are being created.

Stock prices can change dramatically during a company's first days in the public market. Once a company is listed, it is able to issue additional common shares in a number of different ways, one of which is the follow-on offering. This method provides capital for various corporate purposes through the issuance of equity see stock dilution without incurring any debt.

This ability to quickly raise potentially large amounts of capital from the marketplace is a key reason many companies seek to go public. IPO procedures are governed by different laws in different countries. Planning is crucial to a successful IPO. One book [13] suggests the following seven planning steps:.

IPOs generally involve one or more investment banks known as " underwriters ". The company offering its shares, called the "issuer", enters into a contract with a lead underwriter to sell its shares to the public. The underwriter then approaches investors with offers to sell those shares.

A large IPO is usually underwritten by a " syndicate " of investment banks, the largest of which take the position of "lead underwriter". Upon selling the shares, the underwriters retain a portion of the proceeds as their fee. This fee is called an underwriting spread.

The spread is calculated as a discount from the price of the shares sold called the gross spread. Components of an underwriting spread in an initial public offering IPO typically include the following on a per-share basis : Manager's fee, Underwriting fee—earned by members of the syndicate, and the Concession—earned by the broker-dealer selling the shares. The Manager would be entitled to the entire underwriting spread. A member of the syndicate is entitled to the underwriting fee and the concession.

A broker-dealer who is not a member of the syndicate but sells shares would receive only the concession, while the member of the syndicate who provided the shares to that broker-dealer would retain the underwriting fee. Multinational IPOs may have many syndicates to deal with differing legal requirements in both the issuer's domestic market and other regions. For example, an issuer based in the E. Usually, the lead underwriter in the head selling group is also the lead bank in the other selling groups.

Because of the wide array of legal requirements and because it is an expensive process, IPOs also typically involve one or more law firms with major practices in securities law , such as the Magic Circle firms of London and the white-shoe firms of New York City.

Financial historians Richard Sylla and Robert E. Wright have shown that before most early U. In this sense, it is the same as the fixed price public offers that were the traditional IPO method in most non-US countries in the early s. The DPO eliminated the agency problem associated with offerings intermediated by investment banks.

The sale allocation and pricing of shares in an IPO may take several forms. Common methods include:. Public offerings are sold to both institutional investors and retail clients of the underwriters. A licensed securities salesperson Registered Representative in the US and Canada selling shares of a public offering to his clients is paid a portion of the selling concession the fee paid by the issuer to the underwriter rather than by his client.

In some situations, when the IPO is not a "hot" issue undersubscribed , and where the salesperson is the client's advisor, it is possible that the financial incentives of the advisor and client may not be aligned. This option is always exercised when the offering is considered a "hot" issue, by virtue of being oversubscribed. In the US, clients are given a preliminary prospectus, known as a red herring prospectus , during the initial quiet period.

The red herring prospectus is so named because of a bold red warning statement printed on its front cover. The warning states that the offering information is incomplete, and may be changed. The actual wording can vary, although most roughly follow the format exhibited on the Facebook IPO red herring. Brokers can, however, take indications of interest from their clients.

At the time of the stock launch, after the Registration Statement has become effective, indications of interest can be converted to buy orders, at the discretion of the buyer. Sales can only be made through a final prospectus cleared by the Securities and Exchange Commission. The final step in preparing and filing the final IPO prospectus is for the issuer to retain one of the major financial "printers", who print and today, also electronically file with the SEC the registration statement on Form S Before legal actions initiated by New York Attorney General Eliot Spitzer , which later became known as the Global Settlement enforcement agreement, some large investment firms had initiated favorable research coverage of companies in an effort to aid corporate finance departments and retail divisions engaged in the marketing of new issues.

The central issue in that enforcement agreement had been judged in court previously. It involved the conflict of interest between the investment banking and analysis departments of ten of the largest investment firms in the United States. The investment firms involved in the settlement had all engaged in actions and practices that had allowed the inappropriate influence of their research analysts by their investment bankers seeking lucrative fees.

A company planning an IPO typically appoints a lead manager, known as a bookrunner , to help it arrive at an appropriate price at which the shares should be issued. There are two primary ways in which the price of an IPO can be determined. Either the company, with the help of its lead managers, fixes a price "fixed price method" , or the price can be determined through analysis of confidential investor demand data compiled by the bookrunner " book building ". Historically, many IPOs have been underpriced.

The effect of underpricing an IPO is to generate additional interest in the stock when it first becomes publicly traded. Flipping , or quickly selling shares for a profit , can lead to significant gains for investors who were allocated shares of the IPO at the offering price. However, underpricing an IPO results in lost potential capital for the issuer.

One extreme example is theglobe. The danger of overpricing is also an important consideration. If a stock is offered to the public at a higher price than the market will pay, the underwriters may have trouble meeting their commitments to sell shares. Even if they sell all of the issued shares, the stock may fall in value on the first day of trading.

If so, the stock may lose its marketability and hence even more of its value. This could result in losses for investors, many of whom being the most favored clients of the underwriters. Perhaps the best-known example of this is the Facebook IPO in Underwriters, therefore, take many factors into consideration when pricing an IPO, and attempt to reach an offering price that is low enough to stimulate interest in the stock but high enough to raise an adequate amount of capital for the company.

One potential method for determining to underprice is through the use of IPO underpricing algorithms. A Dutch auction allows shares of an initial public offering to be allocated based only on price aggressiveness, with all successful bidders paying the same price per share. This auction method ranks bids from highest to lowest, then accepts the highest bids that allow all shares to be sold, with all winning bidders paying the same price.

It is similar to the model used to auction Treasury bills , notes, and bonds since the s. Before this, Treasury bills were auctioned through a discriminatory or pay-what-you-bid auction, in which the various winning bidders each paid the price or yield they bid, and thus the various winning bidders did not all pay the same price. Both discriminatory and uniform price or "Dutch" auctions have been used for IPOs in many countries, although only uniform price auctions have been used so far in the US.

A variation of the Dutch auction has been used to take a number of U. The auction method allows for equal access to the allocation of shares and eliminates the favorable treatment accorded important clients by the underwriters in conventional IPOs. In the face of this resistance, the Dutch auction is still a little used method in U. In determining the success or failure of a Dutch auction, one must consider competing objectives.

From the viewpoint of the investor, the Dutch auction allows everyone equal access. Moreover, some forms of the Dutch auction allow the underwriter to be more active in coordinating bids and even communicating general auction trends to some bidders during the bidding period. Some have also argued that a uniform price auction is more effective at price discovery , although the theory behind this is based on the assumption of independent private values that the value of IPO shares to each bidder is entirely independent of their value to others, even though the shares will shortly be traded on the aftermarket.

Theory that incorporates assumptions more appropriate to IPOs does not find that sealed bid auctions are an effective form of price discovery, although possibly some modified form of auction might give a better result. In addition to the extensive international evidence that auctions have not been popular for IPOs, there is no U. An article in the Wall Street Journal cited the reasons as "broader stock-market volatility and uncertainty about the global economy have made investors wary of investing in new stocks".

Under American securities law, there are two-time windows commonly referred to as "quiet periods" during an IPO's history. The first and the one linked above is the period of time following the filing of the company's S-1 but before SEC staff declare the registration statement effective. During this time, issuers, company insiders, analysts, and other parties are legally restricted in their ability to discuss or promote the upcoming IPO U. Securities and Exchange Commission, The other "quiet period" refers to a period of 10 calendar days following an IPO's first day of public trading.

When the quiet period is over, generally the underwriters will initiate research coverage on the firm. A three-day waiting period exists for any member that has acted as a manager or co-manager in a secondary offering. Not all IPOs are eligible for delivery settlement through the DTC system , which would then either require the physical delivery of the stock certificates to the clearing agent bank's custodian or a delivery versus payment DVP arrangement with the selling group firm.

A "stag" is a party or individual who subscribes to the new issue expecting the price of the stock to rise immediately upon the start of trading. Thus, stag profit is the financial gain accumulated by the party or individual resulting from the value of the shares rising. This term is more popular in the United Kingdom than in the United States. In the US, such investors are usually called flippers, because they get shares in the offering and then immediately turn around " flipping " or selling them on the first day of trading.

From Wikipedia, the free encyclopedia. Type of securities offering. For other uses, see IPO disambiguation. This article has multiple issues. Please help improve it or discuss these issues on the talk page. Learn how and when to remove these template messages. This section may need to be rewritten to comply with Wikipedia's quality standards. You can help. The talk page may contain suggestions.

May The neutrality of this section is disputed. Relevant discussion may be found on the talk page. Please do not remove this message until conditions to do so are met. May Learn how and when to remove this template message. Main article: Quiet period. Boston University Law Review. The Washington Post. Retrieved 27 November Geert Yale School of Forestry and Environmental Studies, chapter 1, pp.

Many of the financial products or instruments that we see today emerged during a relatively short period. In particular, merchants and bankers developed what we would today call securitization. Mutual funds and various other forms of structured finance that still exist today emerged in the 17th and 18th centuries in Holland.

But given our size—and, more particularly, the fact that we wanted our employees to have equity in our growing enterprise—in early we found ourselves in the position of having to release our financial results to comply with U. At the time, those laws required Google to become a publicly reporting company once it had shareholders, and to file the associated financial statements within days of the end of the year in which we crossed that mark.

We had until late April to file the necessary registration statement with the Securities and Exchange Commission. But the securities laws did not require us to have an IPO in the traditional sense. In fact, we could have simply become a publicly reporting company without selling any shares to the public. We faced three choices: We could restructure to get back below shareholders meaning, essentially, find a way to buy back shares from our employees ; we could continue to be a private company but at the same time live with having to report our financial results like any public company; or we could go public.

In the end we opted to take the usual path for a venture-backed technology company and make an initial public offering of our common stock. However, we wanted to structure our IPO in a way that was anything but usual. We pride ourselves on trying to do things right, and we viewed this process of going public as a giant IQ test.

How should we sell shares? At what price? Whom should we bring in to help us? What was the proper way—the Google way—to do this? In debating those questions, we reviewed as much data about prior IPOs as we could get our hands on and agreed on a few things we did not like about the typical process.

But ordinarily, large institutions with connections to the underwriting syndicate are the only group allowed to buy those shares at the IPO price, and they flip them a few days later for a healthy profit. We wanted something much more transparent and open—and we wanted our users to have a chance to take part.

As we were reviewing our alternatives, we were drawn to an approach championed by WR Hambrecht, an investment bank based in San Francisco, which argued that auctions were a better way to raise capital than the traditional underwritten IPO. In what is known as a Dutch auction, a company would collect bids from all interested investors and then group them by how much each investor was willing to pay.

The company and its bankers would then move down from the top bid until it reached the highest price at which it could sell all the shares it wanted to offer. The company could choose that price or, for a variety of reasons, a lower one and then sell all the shares that were bid on at the chosen price or higher as soon as the stock was traded on its exchange.

We liked this approach. It was consistent with the auction-based business model we used to sell our ads, so we felt we understood the underlying dynamics, and it had a strong intuitive appeal for us. We also liked the idea of opening up our auction to everyone—retail investors as well as traditional institutional buyers. We hoped that an auction would do a better job than the traditional approach of setting a price for our shares—and would allow our share price to remain stable after we went public.

I know this may sound like baloney, but we settled decisively on the Dutch auction after we got a letter from a little old lady—or at least someone who claimed to be a little old lady. We thought she had a point about the basic fairness of the system. So we decided to go with our version of the Hambrecht model, even though it would add considerable complexity to our IPO.

No company the size of Google had ever done such a thing. Our auction would be on a significantly larger scale than other auction-based IPOs. We would have to build systems to support that increased scale. And those systems would need to be reviewed by the SEC. Wall Street viewed our decision as arrogant.

Undaunted, we worked through how to structure our IPO, and we stopped communicating with the press. Under those rules, companies are encouraged to make sure that in all material respects, only the prospectus speaks for the company. Because Google was in the media spotlight during this period, people came out in droves to criticize our business, our management, our culture, our IPO—almost every aspect of who we were.

There was a gap between what was written about us and reality. Ultimately, we published our financials, but until then many people thought of us as a bunch of idiots with lava lamps and perhaps they still do. The fact is, we had really started to take off. As the filing deadline approached, we were still scrambling to get things in order. Just a week before the due date, for example, we realized that we were three board members short of the number of independent directors required to meet the listing standards of either the Nasdaq or the New York Stock Exchange.

So we quickly added three heavy hitters. We also drew criticism because of the way we opted to structure our dual-class common stock. The world had figured out our expected filing date, so the media focus on Google in late April was intense. Constant news stories, TV-station vans on the campus, unrelenting calls to our muzzled communications team, rampant employee speculation—it was quite a time.

We were legally required to present our financials by PM on April But we pulled a fast one: We announced to the world at AM that we were going public. It caught everyone by surprise. This is a standard part of the process, although it took longer for us than for most other companies because the SEC also had to get comfortable with how we had designed our auction.

The job of the SEC is to evaluate the completeness and accuracy of qualitative and quantitative statements made in a prospectus. The commission made it clear that it wanted us to remove the letter from the prospectus, out of concern that it would confuse potential investors. We held our ground. I encourage anyone to go back and read that letter. I am struck by the fact that most of the values it set forth are, six years later, still the values that drive our company.

By this point the press coverage had become so negative that we stopped reading it—although I still have all the clippings. Our revenue depends on traffic, and our traffic exploded during this period. We were now on track to go public in August.

So we kept moving and finally started to get everything lined up. Until…the September issue of Playboy hit the newsstands. It turned out that Larry and Sergey had given a long interview to the magazine back in April, and it was published in this issue.

It was a very generic interview without any pictures, I might add , but it almost derailed the whole IPO. All hell broke loose, and the SEC considered forcing us to postpone the entire process.

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The experience of Grimes and Hodge was tested Aug. That Monday afternoon a banker familiar with the bids received by one of the participating brokers told CBS MarketWatch that it would take a last-minute rush of orders to make the Google IPO work in time for what the company hoped would be a Tuesday-evening pricing. It wasn't even that investors weren't bidding within the proposed price range, the banker said. There just weren't enough bids. Indeed, one of the smaller banks in the strong syndicate received just one bid, for 60, Google shares from a company executive, a banker said on condition of anonymity.

Given the scarcity of demand, Google needed a way to compel investors to put bids in. One way to do so was to announce that the bidding window would soon close. At p. Bids, according to a statement from the company, could be accepted "in as little as one hour after the notice of the effectiveness of the registration is sent to you.

In another blow, Google also revealed in an SEC filing that the agency had opened an informal inquiry into the company's awarding of stock options and grants, some which could have been issued in violation of securities regulations. By late Monday night, the idea of cutting the IPO price was being discussed by Google and the two lead banks, according to one of the top syndicate bankers, who requested anonymity. The bidding was light because the process was flawed, said bankers.

Google's reluctance to disclose financial information, even with its lead banks, hindered the sale and caused tension and frustration, bankers and investors said. While bankers were fuming at the new auction process that turned tradition on its head and cut their fees, they were grinning with vindication as the bids dribbled in. It was too late for Google to change its close-to-the-vest public persona. But a decision needed to be made about the price. To gauge demand at lower prices, CSFB convened a conference call with a select group of the largest banks in the Google syndicate, according to a banking source who asked not to be identified.

The call would take place one hour before Google's deadline to convince the SEC that its offering was ready. Under Rule A of the Securities Act of , if a company's IPO price changes by more than 20 percent, it must prove that the adjustment doesn't represent a material change. The spirit of the law is aimed at protecting investors against buying an IPO of a company that has changed substantially by the time shares go public. In Google's case, a person familiar with the deal said Wilson Sonsini was asked by the SEC to write a detailed opinion explaining why goofs such as the Playboy interview and a price cut didn't amount to quiet-period violations or material changes in the company's fortunes.

Short, tense and frequent calls among representatives of Google, Morgan Stanley and CSFB continued into Tuesday night as attorneys prepared to amend the IPO prospectus to reflect any change in the offering price and the number of shares sold. At that lower range, however, the venture-capital backers decided to take their shares off the table.

Brin and Page also cut their planned sales by more than half. The company, however, would hold static the number of shares it was selling to the public. One way to convince the SEC that a price reduction wouldn't materially change the offering was to keep the amount of stock sold by the company the same. That's what Google did, announcing it still expected to sell 14,, shares. Along with the new range, pre-IPO investors decreased the number of shares they planned to unload by 6.

One early investor in Google was working at his computer, dressed in pajamas, in the early hours of Aug. He was unhappy that Google had cut the price of its IPO and that the company's board members and bankers had not seen fit to discuss the matter with early shareholders.

An alarm rang in a Silicon Valley banker's home at a. Pacific, waking him for his daily swim. Sipping coffee, he found out about the cut as he checked financial-news Web sites. As an employee of one of the smaller banks in the Google syndicate, he was keenly interested in how the Google IPO was faring. Another early investor in Google got word of the price cut by phone that Wednesday morning.

He initially thought the new price range might attract new bidders, but then he discovered the auction process wouldn't be reopened. To make bids, investors had had to register on Google's Web site in the weeks before the auction and get a code, which they then used to place bids. The last chance to get a code had passed the previous week. Not reopening the application process was a "fundamental mistake," according to the investor, who declined to be identified, because it prevented new investors from coming in with bids that could have improved the pricing.

In Minneapolis, First American's Randall read about the price reduction in the newspaper and smiled. The chances of getting an allocation had just increased. Playboy's Randall said he was still waiting for the SEC call, but it never arrived. On July 23, David Sheff, author of the Playboy article on Google, e-mailed Google's publicist and told her that the story would appear in the September issue, due to hit newsstands Aug.

Google never asked Playboy to push back the timing of the article, Randall said, just as, back in April, Google had outlined no guidelines or out-of-bounds questions before the interview. Bad news for Google, good news for Playboy: Randall said the Google interview received more media attention than any other story in the magazine's history, with the exceptions of articles on Jesse Ventura and Jimmy Carter. By this time, individual investor Jim Pivonka's road trip has reached Utah. Hambrecht to check on his bids.

It could not yet say whether he had gotten any shares or what the final price would be. Page and CEO Schmidt appeared in front of the black and blue electronic backdrop of the Nasdaq market site in New York and rang a bell to kick off trading of Google shares on the exchange. The debate on the success or failure of Google's offering began almost immediately.

It likely will continue for years. Still, he has nothing good to say about the offering, claiming that it didn't achieve any of the goals that a Dutch auction was designed to. Google's key mistake was to expect the full support of bankers when it was pursuing an IPO that turned Wall Street on its head, observers said.

But, that naivety aside, the sale is still likely to influence the way IPOs are done in the future, particularly Silicon Valley deals. As for the men who would have the most to say on the subject, Google's top executives, they left the Nasdaq market site on Aug.

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Home Weekend Edition. Weekend Edition. Although we may discuss long term trends in our business, we do not plan to give earnings guidance in the traditional sense. We are not able to predict our business within a narrow range for each quarter. We would prefer not to be asked to make such predictions, and if asked we will respectfully decline. A management team distracted by a series of short term targets is as pointless as a dieter stepping on a scale every half hour.

Our business environment changes rapidly and needs long term investment. We will not hesitate to place major bets on promising new opportunities. We will not shy away from high-risk, high-reward projects because of short term earnings pressure. Some of our past bets have gone extraordinarily well, and others have not. Because we recognize the pursuit of such projects as the key to our long term success, we will continue to seek them out. Do not be surprised if we place smaller bets in areas that seem very speculative or even strange when compared to our current businesses.

Although we cannot quantify the specific level of risk we will undertake, as the ratio of reward to risk increases, we will accept projects further outside our current businesses, especially when the initial investment is small relative to the level of investment in our current businesses. This empowers them to be more creative and innovative.

Many of our significant advances have happened in this manner. Others succeed and become attractive businesses. As we seek to maximize value in the long term, we may have quarter-to-quarter volatility as we realize losses on some new projects and gains on others.

We would love to better quantify our level of risk and reward for you going forward, but that is very difficult. Even though we are excited about risky projects, we expect to devote the vast majority of our resources to improvements to our main businesses currently search and advertising.

Most employees naturally gravitate toward incremental improvements in core areas so this tends to happen naturally. We run Google as a triumvirate. Sergey and I have worked closely together for the last eight years, five at Google. Eric, our CEO, joined Google three years ago. 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. To facilitate timely decisions, Eric, Sergey and I meet daily to update each other on the business and to focus our collaborative thinking on the most important and immediate issues. Decisions are often made by one of us, with the others being briefed later. This works because we have tremendous trust and respect for each other and we generally think alike.

Because of our intense long term working relationship, we can often predict differences of opinion among the three of us. We know that when we disagree, the correct decision is far from obvious. For important decisions, we discuss the issue with a larger team appropriate to the task. Differences are resolved through discussion and analysis and by reaching consensus. Eric, Sergey and I run the company without any significant internal conflict, but with healthy debate.

As different topics come up, we often delegate decision-making responsibility to one of us. We hired Eric as a more experienced complement to Sergey and me to help us run the business. This partnership among the three of us has worked very well and we expect it to continue. The shared judgments and extra energy available from all three of us has significantly benefited Google. Eric has the legal responsibilities of the CEO and focuses on management of our vice presidents and the sales organization.

Sergey focuses on engineering and business deals. I focus on engineering and product management. All three of us devote considerable time to overall management of the company and other fluctuating needs. We also have a distinguished board of directors to oversee the management of Google. We have a talented executive staff that manages day-to-day operations in areas such as finance, sales, engineering, human resources, public relations, legal and product management.

We are extremely fortunate to have talented management that has grown the company to where it is today-they operate the company and deserve the credit. We are creating a corporate structure that is designed for stability over long time horizons. By investing in Google, you are placing an unusual long term bet on the team, especially Sergey and me, and on our innovative approach. We want Google to become an important and significant institution. That takes time, stability and independence.

We bridge the media and technology industries, both of which have experienced considerable consolidation and attempted hostile takeovers. In the transition to public ownership, we have set up a corporate structure that will make it harder for outside parties to take over or influence Google.

This structure will also make it easier for our management team to follow the long term, innovative approach emphasized earlier. This structure, called a dual class voting structure, is described elsewhere in this prospectus. The Class A common stock we are offering has one vote per share, while the Class B common stock held by many current shareholders has 10 votes per share.

While this structure is unusual for technology companies, similar structures are common in the media business and has had a profound importance there. Media observers have pointed out that dual class ownership has allowed these companies to concentrate on their core, long term interest in serious news coverage, despite fluctuations in quarterly results.

Berkshire Hathaway has implemented a dual class structure for similar reasons. Some academic studies have shown that from a purely economic point of view, dual class structures have not harmed the share price of companies. Other studies have concluded that dual class structures have negatively affected share prices, and we cannot assure you that this will not be the case with Google. The shares of each of our classes have identical economic rights and differ only as to voting rights.

Google has prospered as a private company. We believe a dual class voting structure will enable Google, as a public company, to retain many of the positive aspects of being private. We understand some investors do not favor dual class structures. We have considered this point of view carefully, and we and the board have not made our decision lightly. We are convinced that everyone associated with Google-including new investors-will benefit from this structure. However, you should be aware that Google and its shareholders may not realize these intended benefits.

In addition, we have recently expanded our board of directors to include three additional members. John Hennessy is the President of Stanford and has a Doctoral degree in computer science. We could not be more excited about the caliber and experience of these directors.

Our colleagues will be able to trust that they themselves and their labors of hard work, love and creativity will be well cared for by a company focused on stability and the long term. As an investor, you are placing a potentially risky long term bet on the team, especially Sergey and me.

The two of us, Eric and the rest of the management team recognize that our individual and collective interests are deeply aligned with those of the new investors who choose to support Google. Sergey and I are committed to Google for the long term. The broader Google team has also demonstrated an extraordinary commitment to our long term success. With continued hard work and good fortune, this commitment will last and flourish.

When Sergey and I founded Google, we hoped, but did not expect, it would reach its current size and influence. Our intense and enduring interest was to objectively help people find information efficiently. We believe a well functioning society should have abundant, free and unbiased access to high quality information. Google therefore has a responsibility to the world.

The dual class structure helps ensure that this responsibility is met. We believe that fulfilling this responsibility will deliver increased value to our shareholders. It is important to us to have a fair process for our IPO that is inclusive of both small and large investors. It is also crucial that we achieve a good outcome for Google and its current shareholders.

This has led us to pursue an auction-based IPO for our entire offering. Our goal is to have a share price that reflects an efficient market valuation of Google that moves rationally based on changes in our business and the stock market. The auction process is discussed in more detail elsewhere in this prospectus. Many companies going public have suffered from unreasonable speculation, small initial share float, and stock price volatility that hurt them and their investors in the long run.

We believe that our auction-based IPO will minimize these problems, though there is no guarantee that it will. Our experience with auction-based advertising systems has been helpful in the auction design process for the IPO. As in the stock market, if people bid for more shares than are available and bid at high prices, the IPO price will be higher.

Of course, the IPO price will be lower if there are not enough bidders or if people bid lower prices. This is a simplification, but it captures the basic issues. Our goal is to have the price of our shares at the IPO and in the aftermarket reflect an efficient market price-in other words, a price set by rational and informed buyers and sellers. We seek to achieve a relatively stable price in the days following the IPO and that buyers and sellers receive an efficient market price at the IPO.

We will try to achieve this outcome, but of course may not be successful. Our goal of achieving a relatively stable market price may result in Google determining with our underwriters to set the initial public offering price below the auction clearing price. We are working to create a sufficient supply of shares to meet investor demand at IPO time and after.

We are encouraging current shareholders to consider selling some of their shares as part of the offering. These shares will supplement the shares the company sells to provide more supply for investors and hopefully provide a more stable price.

Sergey and I, among others, are currently planning to sell a fraction of our shares in the IPO. The more shares current shareholders sell, the more likely it is that they believe the price is not unfairly low. The supply of shares available will likely have an effect on the clearing price of the auction. Since the number of shares being sold is likely to be larger at a high price and smaller at a lower price, investors will likely want to consider the scope of current shareholder participation in the IPO.

We may communicate from time to time that we are sellers rather than buyers at certain prices. We encourage investors not to invest in Google at IPO or for some time after, if they believe the price is not sustainable over the long term. We intend to take steps to help ensure shareholders are well informed. We encourage you to read this prospectus, especially the Risk Factors section.

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How To Invest In IPO Stocks (Part 1) - What To Read Inside The IPO Prospectus

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