Ok, this one made me smile.
#4 of The Street's Five Dumbest Things on Wall Street This Week:
We always knew Google was useful for searching the vast reaches of the Internet. But we didn't know we would need a search engine to cut through some of the huge sentences in its regulatory documents.
Prospectuses are notorious for their impenetrable language. Still, sifting through Google's Second Amended and Restated Certificate of Incorporation, we found it wasn't just filled with the usual gobbledygook. It's full of extraordinary gobbledygook.
At the center of it all, we found one mind-boggling sentence — an utterly incomprehensible string of descriptions, conjectures and exceptions that lasted for 594 words.
One sentence! 594 words! Why, we've heard graduation speeches shorter than that.
The paragraph in question is located on Page 19. Actually, it is the top half of page 19 and is:
(a) If, at any time following the Original Issue Date of the Series C Preferred and until such time as all outstanding shares of Preferred Stock have been converted to Class B Common Stock pursuant to the provisions set forth in Article IV, Section 4(b) of this Certificate, (i) each and every holder of Series A, Series B, Series C and Series D Preferred Stock has a Right of First Offer with respect to an equity financing by the Corporation (the “Equity Financing”), (ii) the Corporation has complied with its obligations with respect to the Right of First Offer relating to the Equity Financing, and (iii) any holder of shares of Series A, Series B, Series C or Series D Preferred Stock or any holder of securities convertible or exercisable for shares of Series D Preferred Stock does not by exercise of such holder’s Right of First Offer acquire the amount of securities offered in such Equity Financing to which such holder is entitled pursuant to the Right of First Offer, then, effective immediately prior to the consummation of such Equity Financing, (A) if the Equity Financing was at a price per share less than the original issue price for the Series A Preferred Stock (as adjusted for Recapitalizations), then all of such holder’s shares of Series A Preferred Stock shall automatically and without further action on the part of such holder be converted into an equivalent number of shares of Series A-1 Preferred Stock, (B) if the Equity Financing was at a price per share less than the original issue price for the Series B Preferred Stock (as adjusted for Recapitalizations), then all of such holder’s shares of Series B Preferred Stock shall automatically and without further action on the part of such holder be converted into an equivalent number of shares of Series B-1 Preferred Stock, (C) if the Equity Financing was at a price per share less than the original issue price for the Series C Preferred Stock (as adjusted for Recapitalizations), then all such holder’s shares of Series C Preferred Stock shall automatically and without further action on the part of such holder be converted into an equivalent number of shares of Series C-1 Preferred Stock, and (D) if the Equity Financing was at a price per share less than the original issue price for the Series D Preferred Stock (and, in the case securities convertible or exercisable for shares of Series D Preferred Stock were issued prior to the first issuance of any shares of Series D Preferred Stock, a price per share less than the original conversion or exercise price of the first such convertible or exercisable securities issued) (as adjusted for Recapitalizations), then all such holder’s shares of Series D Preferred Stock shall automatically and without further action on the part of such holder be converted into an equivalent number of shares of Series D-1 Preferred Stock (and with respect to securities convertible or exercisable for shares of Series D Preferred Stock, all of such holder’s securities convertible or exercisable for Series D Preferred Stock shall become convertible or exercisable into shares of Series D-1 Preferred Stock pursuant to their terms); provided, however, that no such conversion shall occur in connection with a particular Equity Financing if, pursuant to the written request of the Corporation, the Right of First Offer with respect to such Equity Financing is waived with respect to every holder of Series A, Series B, Series C and Series D Preferred Stock and securities convertible or exercisable for shares of Series D Preferred Stock. Upon conversion pursuant to this Section 7, the shares of Series A, Series B, Series C or Series D Preferred Stock so converted shall be canceled and not subject to reissuance
In Google's defense, these documents aren't really under the companies direct control, and there are certain established frameworks that need to be met, but man, that's a doozy.
Someone in their accounting and legal department needs to do a search for "Strunk & White".
The Internet was invented just so this webpage could be made.