The VCs had another concern, said a participant in these discussions, about the precedent this might set with their other start-up clients. But the founders had done due diligence, consulting with Barry Diller, who serves on the board of the Washington Post Company, which, like the New York Times Company, has two classes of stock. Diller noted that other companies, including Warren Buffett’s Berk shire Hathaway, also have dual voting stock.
The founders were unbending, and Coach Campbell was called upon to help coax Doerr and Moritz to go along. To be even more transparent about their intent, Page and Brin decided to prepare “A Letter from the Founders,” to accompany the SEC filing. Written by Page, the letter began, “Google is not a conventional company. We do not intend to become one.” To ensure Google’s continued creativity and focus on users, rather than investors, they would be unconcerned with “quarterly market expectations,” did not “expect to pay any dividends,” and would not partake in the usual corporate ritual of offering “earnings guidance” by predicting quarterly performance. “A management team distracted by a series of short-term targets is as pointless as a dieter stepping on a scale every half-hour,” the letter declared. They would make big investment bets, even if these only had “a 10% chance of earning a billion dollars over the long term.” They would continue to “run Google as a triumvirate,” even though this management structure “is unconventional.”
They minced no words about the implications of this stock structure: “The main effect of this structure is likely to leave our team, especially Sergey and me, with increasingly significant control over the company’s decisions and fate, as Google’s shares change hands.” They were also telegraphing that the two founders, who together owned 32 percent of the shares, were more equal partners than Schmidt (who owned 6.1 percent), or Doerr, Moritz, and Shriram (with 8.7, 9.9, and 2.2 percent respectively). Years later, Page described his and Brin’s motivation: “We were concerned in going public that we would have to change the way we operated, compromise our principles. It ended up being a good way of stating upfront the kinds of things we were thinking about and making sure that everybody who was participating was comfortable. By going public you take on a lot of shareholders, and the shareholders obviously have some amount of rights. But we, who are running the company, also have some degree of rights. We felt like it was better to be explicit ... and allow us to be able to do the kinds of things we wanted to do.” While candid, the letter could have used the skill set of someone with a liberal arts education; say, an editor. Eight times in six pages they repeat a variation of the same messianic vow: to make “the world a better place.”
When Google announced it was going public in the spring of 2004, it had to disclose its finances in an SEC filing. As Google’s director of global communications and public affairs, David Krane said reporters suddenly realized, “Holy shit, this is a business story we missed here!” Krane and his then boss, Cindy McCaffrey, were bombarded with queries, but because SEC rules require a “quiet period” from companies between the time they file and the time their stock goes on sale, they could not answer. Reporters would call and say, “I need to talk to Sergey. I need to talk to Larry. I need to talk to Eric.” The pressure “to get the Google story” was intense. Once, Krane spotted a photographer hiding behind a bush at the Googleplex, hoping to snap a picture of the founders.
On the eve of the auction, there was rampant speculation about the price the stock would fetch. On the day of the offering, August 19, Page did a highly unusual thing: he wore a suit, not his usual black T-shirt and jeans. He and Schmidt had flown overnight to New York to open trading on the NASDAQ floor. They were accompanied by investment bankers and a team of about ten Google executives, including Marissa Mayer. They went back to Morgan Stanley and watched, rapt, as their stock was traded, rising one minute, falling the next. They had suggested in their IPO a floor price of eighty-five dollars, but were hoping to better that. They were now engaged in a spectator sport, one with enormous personal financial consequences. “Will it break one hundred dollars? Will it break one hundred dollars? I kept asking,”