NEW YORK – Google Inc. tried to democratize the IPO process through its unusual auction, but its corporate governance is anything but shareholder-friendly, according to an influential proxy adviser.
Institutional Shareholder Services has relegated newly public Google to the governance basement, ranking the search-engine company lower than any company in the S&P 500 stock index.
Negatives outweighed the positives in both board practices and takeover defenses, including perhaps the governance attribute that has drawn the most criticism in the months leading up to last week’s pricing – its dual class capital structure with unequal voting rights.
Google also requires a supermajority vote to approve certain mergers and business combinations, the Rockville, Md. proxy advisory firm said.