Speaker 1: Welcome to tech Stuff, a production from I Heart Radio.
Speaker 1: Hey there, and welcome to tech Stuff. I'm your host
Speaker 1: job in Strickland. I'm an executive producer with iHeart Radio
Speaker 1: and how the tech are Yet it is time for
Speaker 1: a classic episode. This episode, originally published on September seventh,
Speaker 1: two thousand fifteen, is called Alphabetizing Google. It is, of course,
Speaker 1: about the when Google created the company Alphabet to serve
Speaker 1: as an umbrella company for all of Google's various divisions
Speaker 1: that had spun off to become companies of their own.
Speaker 1: It was an interesting process because, as I recall, Google
Speaker 1: originally owned Alphabet, and then they had to do kind
Speaker 1: of a weird little switcheroo on paper to make Alphabet
Speaker 1: the official umbrella corporation. You start reading up about these
Speaker 1: things and you begin to think, you know, all of
Speaker 1: business is based off of a three card Monty game.
Speaker 1: But I'm getting ahead of myself. Let's listen to this
Speaker 1: classic episode. So on Monday August ten, two thousand fifteen,
Speaker 1: Google CEO Larry Page posted in the official Google blog
Speaker 1: that the massive company would undergo a restructuring and Google
Speaker 1: would become a subsidiary under a parent company named Alphabet. Now,
Speaker 1: obviously the tech news world went bonkers as a result
Speaker 1: of this announcement, But what does it really mean and
Speaker 1: why would Google ever want to do this. That's the
Speaker 1: purpose of this episode. So I'm going to talk about
Speaker 1: not just Google's decision, but what a parent company is,
Speaker 1: what subsidiaries are, why those things exist, so that we
Speaker 1: can actually have a better understanding. And one of the
Speaker 1: reasons I'm doing this is because, even as a tech
Speaker 1: guy with a kind of general understanding of corporate structure,
Speaker 1: I was kind of confused too, and so I thought,
Speaker 1: if I'm confused, I'm sure at least one other person
Speaker 1: out there is confused. So that's why I want to
Speaker 1: really dive into this and get a general understanding of
Speaker 1: parent companies and subsidiaries so that we understand why those
Speaker 1: exist across different companies, not just Google. So first, Alphabet
Speaker 1: is the parent company that will oversee a collection of
Speaker 1: other companies, the largest of which is Google. Larry Page
Speaker 1: will be the CEO of this new company, so trans
Speaker 1: transferring from Google to Alphabet. Sarah A. Brend will be
Speaker 1: the president of Alphabet, and Paige and Brend are of
Speaker 1: course co founders of Google. Now it might be helpful
Speaker 1: to take this moment to explain what a parent company
Speaker 1: is and how those subsidiaries work in general. So, a
Speaker 1: parent company is a company that controls other companies. The
Speaker 1: way it does that is it has to own enough
Speaker 1: voting stock or control of those companies or more. Actually, now,
Speaker 1: parent companies are not necessarily hands on with their control.
Speaker 1: Sometimes you have a parent company that has all these
Speaker 1: subsidiaries as a means of generating revenue, but they largely
Speaker 1: remain hands off with those subsidiaries. But then there are
Speaker 1: other parent companies that get really involved with what their
Speaker 1: their subsidiaries are doing. It all depends upon the specific companies,
Speaker 1: but subsidiaries have their own management levels. So while there
Speaker 1: will be the CEO of Alphabet, there will also still
Speaker 1: be a s CEO of Google. That might sound confusing,
Speaker 1: but it's it makes sense when you look at how
Speaker 1: subsidiaries have to manage themselves. So you can kind of
Speaker 1: think of subsidiaries as the children of parent companies. It's
Speaker 1: kind of stretches the analogy, but it works. So a
Speaker 1: regular subsidiary, there is such a thing, is one that
Speaker 1: is owned by a parent company, whereas a wholly owned
Speaker 1: subsidiary is I bet you're going to guess it owned
Speaker 1: by a parent company. Now, generally speaking, the most common
Speaker 1: reason for creating a parent company and subsidiary relationship is
Speaker 1: to distribute risk and liability, as well as to expand
Speaker 1: into new businesses without taking the focus away from an
Speaker 1: already existing line of business. In other words, if you
Speaker 1: have a huge company that's really good at one thing,
Speaker 1: and you want to pursue another line of business, it
Speaker 1: might make more sense to create a parent company and
Speaker 1: a subsidiary dedicated to that new business instead of lumping
Speaker 1: it under the existing company. Google has been operating under
Speaker 1: that second approach for quite some time. Google's just this
Speaker 1: massive company that has acquired other businesses, most of which
Speaker 1: are only tangentially aligned with Google's main business, and the
Speaker 1: more Google does that, the harder it is to manage everything.
Speaker 1: Going with a parent company makes that management much more
Speaker 1: clear and the lines of command are much more clear.
Speaker 1: So the parent company organizes the management teams of the
Speaker 1: subsidiaries and establishes the company by laws. This creates the
Speaker 1: governance structure for the subsidiary and makes it clear what
Speaker 1: the chain of command will be and how it relates
Speaker 1: to the parent company. So in other words, it removes
Speaker 1: some of this confusion. If you work for one of
Speaker 1: these divisions that's now a subsidiary, you should have a
Speaker 1: pretty clear chain of command all the way up to
Speaker 1: the parent company, and most of the time it's going
Speaker 1: to be independent of the other subsidiaries, so you don't
Speaker 1: necessarily have to worry about reporting to like five different
Speaker 1: bosses across different divisions because those other companies will be independent.
Speaker 1: So the structure also determines how the parent company and
Speaker 1: subsidiaries are treated as legal entities. If the parent and
Speaker 1: subsidiaries share employee benefit plans or insurance contracts, or they
Speaker 1: commingle their funds or files, or they file consolidated income
Speaker 1: tax returns, they can be seen as a single entity.
Speaker 1: So in other words, there are some tax issues that
Speaker 1: come into play. It's not all just organizational there's also
Speaker 1: tax considerations. Uh. Now, in the United States, a parent
Speaker 1: company can offset the profits and losses of subsidiaries against
Speaker 1: each other for federal tax return purposes. So if you
Speaker 1: have a big parent company and one subsidiary is doing
Speaker 1: really well and another subsidiary is doing very poorly in
Speaker 1: a given financial year, you can offset the losses of
Speaker 1: one with the revenues of another, and that can lead
Speaker 1: to huge savings in the big picture when it comes
Speaker 1: time to file federal tax return. There's also some benefit
Speaker 1: on a on a state level, depending upon what state
Speaker 1: you are in. Some states only tax the income earned
Speaker 1: within that state, and all income earned in other states
Speaker 1: remains untaxed, so there's that as well. Now, a subsidiary
Speaker 1: is a separate legal entity and has its own liability
Speaker 1: that is separate from the parent companies. That means the
Speaker 1: parent company can create a subsidiary that pursues businesses that
Speaker 1: might be risky, meaning they could have a really low
Speaker 1: return on investment, without putting the parent company itself at risk.
Speaker 1: Parent companies are not normally held liable for the debts
Speaker 1: or actions of individual subsidiaries. So if you are the
Speaker 1: head of a massive parent company, you should invite me
Speaker 1: over to dinner one day. Also, if one of your
Speaker 1: smaller subsidiaries goes on some sort of quest for world
Speaker 1: domination or something, it's not necessarily your butt that will
Speaker 1: be held accountable, unless, of course, the courts do what
Speaker 1: is called piercing the corporate veil to see if there
Speaker 1: were any goings on of the hanky and or panky
Speaker 1: variety behind the scenes at the parent and company level.
Speaker 1: If that were the case, if it turns out that
Speaker 1: this subsidiary was going on a quest for world domination
Speaker 1: and was doing so under your direction or your encouragement,
Speaker 1: you could find yourself in serious hot water. But if
Speaker 1: there's no link found, then as a parent company, you
Speaker 1: are somewhat protected from liability. The subsidiary is to blame,
Speaker 1: not the parent company. So in other words, uh, the
Speaker 1: if one branch goes bad, it doesn't poison all the
Speaker 1: other branches, so it's a means of protection. Also, a
Speaker 1: subsidiary is something that a company can sell off to
Speaker 1: other companies more easily if it chooses to do so
Speaker 1: in the future. It's much easier to sell off an
Speaker 1: entire subsidiary than it is to sell off, say a
Speaker 1: division of a company. We'll be back with more about
Speaker 1: the alphabetizing of Google after this quick break. So let's
Speaker 1: say Alphabet creates a subsidiary for a business that seems promising,
Speaker 1: but it turns out it's just not a good fit
Speaker 1: for the way Alphabet does business. It could then sell
Speaker 1: that subsidiary off to another interested party. So, like I
Speaker 1: said earlier, the largest company under the Alphabet parent company
Speaker 1: is Google. Google will be a wholly owned subsidiary of Alphabet.
Speaker 1: This is not a big surprise. Google's market cap as
Speaker 1: of August twelfth, two thousand fifteen, was four hundred sixty
Speaker 1: one point seven billion with a B dollars. That's nearly
Speaker 1: half a trillion dollars. Now, in case you're wondering, Apple
Speaker 1: is still well ahead of Google. Apple's market cap was
Speaker 1: six hundred thirty two point eight billion dollars, so, you know,
Speaker 1: nearly two hundred billion dollars more than Google. So we're
Speaker 1: still talking. You know, it's still not anywhere close to
Speaker 1: hitting a trillion before Apple does. Now. Market cap stands
Speaker 1: for market capitalization, and that's the term that describes the
Speaker 1: dollar value of the total number of shares for a
Speaker 1: publicly traded company. So you figure that out by taking
Speaker 1: the value of the traded shares at any given time
Speaker 1: and multiply that times the number of shares that are
Speaker 1: out there. That tells you the market cap for that company.
Speaker 1: According to the SEC filing, which must be made public,
Speaker 1: Google will also contain YouTube and Android under its umbrella.
Speaker 1: In addition to search, ads, maps, and apps. But lots
Speaker 1: of stuff that was previously organized under Google will now
Speaker 1: be spun off as separate subsidiaries of Alphabet. So some
Speaker 1: stuff is gonna stay Google. YouTube does not become its
Speaker 1: own individual company that will still be part of Google,
Speaker 1: but other stuff will. Like a group called Life Sciences,
Speaker 1: which is a research and development division debty caated to
Speaker 1: finding new technologies to help in the field of health.
Speaker 1: Among its projects are the glucose sensing contact lenses that
Speaker 1: are really interesting. Also, there's a division called Calico that
Speaker 1: will become its own company UH that is a company
Speaker 1: that researches aging and how to increase the length of
Speaker 1: our lifespans. There's also Google Fiber that will become its
Speaker 1: own entity. There's Nest, the intelligent thermostat that Google acquired
Speaker 1: that will be its own entity. And also the Google
Speaker 1: x Lab, which is the division that does experiments with
Speaker 1: long shot projects and big ideas, the crazy R and
Speaker 1: D stuff that leads to to things like the UH
Speaker 1: the drone delivery system that Google wants to implement, the
Speaker 1: driver list cars. That kind of stuff came out of
Speaker 1: Google x Lab. Also, Google has a couple of investment arms,
Speaker 1: once called Google Ventures and another one's called Google Capital.
Speaker 1: Those will also operate independently of Google, and they will
Speaker 1: be under the Alphabet umbrella. Now, as for the financial
Speaker 1: situation of all these companies, Google's finances will remain separate
Speaker 1: from all the other subsidiaries. Also, all shares of Google
Speaker 1: the company will convert into the same number of shares
Speaker 1: of Alphabet, So if you have shares in Google now,
Speaker 1: you're going to have shares in Alphabet. The trading symbol
Speaker 1: for Google will remain the same, so that's not changing now.
Speaker 1: I mentioned that Larry Page was transitioning from CEO of
Speaker 1: Google to be CEO of Alphabet, So that means who
Speaker 1: gets to be the CEO of Google. There's gonna be
Speaker 1: an opening there right well. The new CEO of Google
Speaker 1: will be Sundar Pachai. Sundar is from India and has
Speaker 1: a an MS degree from Stanford and Material Sciences and engineering.
Speaker 1: He joined Google back in two thousand four and he
Speaker 1: worked on projects like Google Chrome and Chrome OS and
Speaker 1: also helped develop Gmail and Google Maps. So he was
Speaker 1: one of those people rumored to be considered from Microsoft
Speaker 1: CEO position when it was open. When Balmer was leaving,
Speaker 1: so uh, someone who has been with Google quite sometime
Speaker 1: and is well known for injecting a ton of life,
Speaker 1: vitality and research into Google. In fact, Larry Page has
Speaker 1: had nothing but wonderful things to say about him and
Speaker 1: his contributions over the last few years. You also have
Speaker 1: other executives who will be taking on new roles. Ruth
Speaker 1: poor At, who is the current Chief Financial Officer of Google,
Speaker 1: will still be CFO of Google, but also will become
Speaker 1: the senior vice president and chief financial officer of Alphabet,
Speaker 1: so she will serve as the CFO for both Alphabet
Speaker 1: and Google at the same time. All the other subsidiaries
Speaker 1: will have their own CEO. Suh, they haven't all been
Speaker 1: announced yet. Page and Brent's job will be to make
Speaker 1: sure that each subsidiary receives the resources and attention they
Speaker 1: need for success. And the actual process for this transformation
Speaker 1: is bizarre. You know, I said Google is going to
Speaker 1: create a parent company called Alphabet. Google will become a
Speaker 1: wholly owned subsidiary of Alphabet, and these other companies will
Speaker 1: also be wholly owned subsidiaries of Alphabet. That's this simplification
Speaker 1: for the process that's actually going to happen, and I'm
Speaker 1: going to explain to you what the process is based
Speaker 1: upon the SEC filing. And this really demonstrates how bizarre
Speaker 1: corporate maneuvers have to be in order for them to
Speaker 1: take effect. It is truly strange. So first Google will
Speaker 1: create a direct wholly owned subsidiary called Alphabet, So, in
Speaker 1: other words, Google will be a parent company to the
Speaker 1: subsidiary Alphabet instead of the other way around. Now this
Speaker 1: sounds bizarre because it's literally the opposite of what I
Speaker 1: said was going to happen earlier, where Alphabet was going
Speaker 1: to be the parent company. But just hold on because
Speaker 1: it gets weirder from here. Alright, So at this phase,
Speaker 1: Google is a parent company and Alphabet is its wholly
Speaker 1: owned subsidiary. Alphabet then will form its own wholly owned
Speaker 1: subsidiary called merger Sub. Really catchy name for a company. Right,
Speaker 1: This is all in the SEC filings. So merger Sub
Speaker 1: has one purpose only. Merger Sub is an indirect wholly
Speaker 1: owned subsidiary of Google, or if you like it, if
Speaker 1: you think of it in family terms, Google is is
Speaker 1: the parent, Alphabet is the kid, and merger Sub is
Speaker 1: the grand kid. Now, the next phase has Google undergoing
Speaker 1: a corporate merger with Merger Sub. So, in other words,
Speaker 1: Grandpa Google and grandkid merger Sub merged together to become
Speaker 1: one entity. So Google will emerge with its own indirect,
Speaker 1: wholly owned subsidiary. But because merger Sub is a subsidiary
Speaker 1: of Alphabet, that makes Google a direct, wholly owned subsidiary
Speaker 1: of Alphabet. So now Google is Alphabet's kid, not the
Speaker 1: other way around. If this sounds at all like the
Speaker 1: novelty song I'm My Own Grandpa, it totally is. And
Speaker 1: if you don't know what that is, you should listen
Speaker 1: to that song. First of all, I apologize. It is
Speaker 1: an old joke song that involves a convoluted series of
Speaker 1: marriages where the singer becomes his own grandfather. That's pretty
Speaker 1: much what we're looking at here, alright. So to sum
Speaker 1: up what I just said, Google creates a subsidiary called Alphabet.
Speaker 1: Alphabet in turn creates its subsidiary called Merger Sub. Google
Speaker 1: merges with Merger Sub and assumes the role of subsidiary
Speaker 1: to Alphabet. And that's how we get to the the
Speaker 1: world where Alphabet is the parent company. If you were
Speaker 1: to ask me why does it work that way? I
Speaker 1: would stare at you dumbfounded and say, there's got to
Speaker 1: be someone out there who understands this better than I do.
Speaker 1: There has to be otherwise it wouldn't exist. But I
Speaker 1: am not that person. We've got a bit more to
Speaker 1: say about Google forming its parent company, Alphabet after this
Speaker 1: commercial break some other information. Google is conducting this in
Speaker 1: the state of Delaware. Now that's pretty common here in
Speaker 1: the United States. You see a lot of companies incorporating
Speaker 1: in Delaware. Doing so means the company can restructure without
Speaker 1: first holding a shareholder vote. That's a big deal. So
Speaker 1: by conducting this business in Delaware, specifically, Google does not
Speaker 1: have to ask permission from shareholders. Google can just go
Speaker 1: ahead and do this. But you might wonder why so
Speaker 1: many companies in the United States incorporate in Delaware. Even
Speaker 1: if you you know, imagine like they're their actual operating
Speaker 1: headquarters maybe in totally different states, they still incorporate in Delaware.
Speaker 1: Here are the reasons why companies incorporate in Delaware. Uh, first,
Speaker 1: I should give you some quick facts. If you're not
Speaker 1: familiar with the United States and you're not familiar with Delaware,
Speaker 1: you may wonder why this is a big deal. In
Speaker 1: the first place. Well, Delaware is a tiny state, both
Speaker 1: in geography and population. The population for the entire state
Speaker 1: back in two thousand ten, when the last US census
Speaker 1: was conducted, was just eight hundred seven thousand, nine thirty four,
Speaker 1: so less than a million people. And yet more than
Speaker 1: sevent of all new initial pub offerings in the United
Speaker 1: States are done by companies incorporated in Delaware. More than
Speaker 1: six of all Fortune five hundred companies are incorporated in Delaware.
Speaker 1: So what is going on, Well, Delaware leads the way
Speaker 1: when it comes to corporate law, and that's a big,
Speaker 1: big reason you want if you're going to incorporate, you
Speaker 1: want to be in a state that is up to
Speaker 1: date on that law, that is defining that law, because
Speaker 1: then you have a very clear set of rules of
Speaker 1: what you can and cannot do. It makes it well defined,
Speaker 1: and it makes it easy for companies to operate within
Speaker 1: the boundaries of law, or if your cynical, it makes
Speaker 1: it easier for companies to see how much they can
Speaker 1: get away with. Now there's a great deal of case
Speaker 1: history established in Delaware, which again makes it easy to
Speaker 1: know what is and isn't within the rules. Plus it
Speaker 1: makes litigation move more quickly due to the amount of
Speaker 1: previous decisions that are likely to cover the same territory.
Speaker 1: No one wants to get into litigation. No one wants
Speaker 1: to get into lawsuits, corporate lawsuits. But if you're gonna
Speaker 1: have it happen, you want it to be over with
Speaker 1: as quickly as possible so you can get back to business. Now,
Speaker 1: Delaware has a special court, and I love the name
Speaker 1: of this court. It's called the Court of Chancery, and
Speaker 1: that oversees corporate law disputes without the need for juries,
Speaker 1: which speeds things up considerably. And it's its own line
Speaker 1: of courts, so corporate cases have their own court. They
Speaker 1: aren't required to wait in line behind other cases, and
Speaker 1: they are decided upon by judges who specialize in corporate law.
Speaker 1: So that that's why this is all taking place in Delaware. Now.
Speaker 1: A couple of other details about Alphabet and Google. The
Speaker 1: u r L for Alphabet isn't alphabet dot com because
Speaker 1: Google doesn't own alphabet dot com. Instead, the u r
Speaker 1: L is ABC dot X yse E if you go there.
Speaker 1: There's very little as of the recording of this podcast
Speaker 1: that's there right now. It's just a kind of almost
Speaker 1: like a land holding page that links to the Google
Speaker 1: blog that has the announcement. And you might wonder if
Speaker 1: there are already any companies that have the name alphabet,
Speaker 1: and as a matter of fact, there are. There are
Speaker 1: lots of them, and the word has even been trademarked
Speaker 1: by BMW, although Scott Benjamin, as he was leaving the
Speaker 1: studio earlier, told me that BMW really shouldn't have a
Speaker 1: strong claim on trademark for the alphabet because they only
Speaker 1: use three of the letters. Scott makes the same sort
Speaker 1: of jokes I do. Obviously, so other alphabet companies that
Speaker 1: already exist. There's so many. They're just tons like Alphabet Funds,
Speaker 1: Alphabet Energy, Alphabet Plumbing, Alphabet Record Company. There are tons
Speaker 1: that are just called alphabet. So there's been a question
Speaker 1: will these companies in up suing Google to prevent it
Speaker 1: from assuming the name alphabet, And for most of them,
Speaker 1: the answer already sounds like it's going to be no,
Speaker 1: because Google is enormous, so going in against Google would
Speaker 1: be a very expensive and probably futile activity. Also, if
Speaker 1: you try to Google how to sue Google, it just
Speaker 1: comes back saying don't do it. That's a joke. So
Speaker 1: that is why Google is really looking at splitting this out.
Speaker 1: The big reason being that now Google can organize so
Speaker 1: that each division being its own company, can focus on
Speaker 1: what it needs to do to achieve success and it
Speaker 1: doesn't have to be tied directly back to Google. That
Speaker 1: was one of those things that people were asking all
Speaker 1: the time. Google was known as a search company and
Speaker 1: by extension and ad company, so people would say, well,
Speaker 1: why are you getting into autonomous cars or you know,
Speaker 1: why are we were why are you getting to uh
Speaker 1: smart thermostats? Why are you getting into this company that's
Speaker 1: looking into how to stop aging or or to prolonged long,
Speaker 1: prolonged lifespans indefinitely, what's the purpose of this? How does
Speaker 1: that relate back to your main business? And by creating
Speaker 1: this parent company, Google no longer has to answer those
Speaker 1: questions because Google, the company can continue to focus on
Speaker 1: things like Gmail and search and apps and Android and YouTube. Meanwhile,
Speaker 1: the company Calico can focus on longevity, and the company
Speaker 1: Life Sciences can focus on creating technology that benefits the
Speaker 1: medical field. So each company can do what it needs
Speaker 1: to do independent of Google and have a better chance
Speaker 1: of success. This also really does clear things up from
Speaker 1: a management and reporting status. I don't know how many
Speaker 1: of you out there have been have worked for a
Speaker 1: very large company, but for but if you work for
Speaker 1: a big company that has acquired other companies, there usually
Speaker 1: is a long process to figure out where those lines
Speaker 1: of communication need to be drawn, where where is that
Speaker 1: chain of command and how is it formed? And it
Speaker 1: can take years for those questions to be answered, and
Speaker 1: even when they're answered, they may not be the best
Speaker 1: answer to the question. And you might have relationships that
Speaker 1: on paper made sense but in reality don't make any
Speaker 1: sense at all. So I think that's really the main
Speaker 1: reason some people were getting very cynical about the purposes
Speaker 1: of Google, like thinking that this might be some means
Speaker 1: of escaping taxes, and it's certainly there are issues about
Speaker 1: you know, there are there are ways that that apparent
Speaker 1: company can leverage having subsidiaries to pay less tax and
Speaker 1: I have no doubt that Google will or Alphabet rather
Speaker 1: that Alphabet will pursue those But I really do think
Speaker 1: the main reason here was to get a better handle
Speaker 1: on what Google is all about and what these other
Speaker 1: companies are all about, so that they can focus on
Speaker 1: what they do without worrying about all the other elements
Speaker 1: within the giant, sprawling company that is Google. So I
Speaker 1: hope that answers all your questions about Alphabet. Obviously, this
Speaker 1: is just the tip of the iceberg. We don't know
Speaker 1: that much yet because it's only just been announced, but
Speaker 1: I'm sure a lot more information will come out, especially
Speaker 1: things like will they be able to actually use the
Speaker 1: name alphabet or is that going to change? Uh? Does
Speaker 1: seem a little premature to announce it before it actually
Speaker 1: is legal, but you know, it's Google. They've got a
Speaker 1: lot of weight to throw around. I hope you enjoyed
Speaker 1: that classic episode of tech Stuff and the bit about
Speaker 1: Google creating its parent company. Often these days, I still
Speaker 1: find myself referring to the overall company as Google rather
Speaker 1: than Alphabet. But you know, obviously, if you want to
Speaker 1: be really accurate, you want to talk about Alphabet as
Speaker 1: the company that owns all these other spinoffs, and or
Speaker 1: at least as the company that's over all these other spinoffs,
Speaker 1: and Google is just one of many. But yeah, old
Speaker 1: habits die hard. Same thing is happening with meta slash Facebook.
Speaker 1: I always have to say meta slash Facebook because I
Speaker 1: want to just say Facebook, anyway, that's neither here nor there.
Speaker 1: If you have suggestions for topics I should cover in
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