L Is for Legal ⇥ sec.gov

Here’s how the Google-to-Alphabet transition will occur (via John Gruber):

Later this year, Google intends to implement a holding company reorganization (the “Alphabet Merger”), which will result in Alphabet owning all of the capital stock of Google.  Alphabet will initially be a direct, wholly owned subsidiary of Google. Pursuant to the Alphabet Merger, a newly formed entity (“Merger Sub”), a direct, wholly owned subsidiary of Alphabet and an indirect, wholly owned subsidiary of Google, will merge with and into Google, with Google surviving as a direct, wholly owned subsidiary of Alphabet.  Each share of each class of Google stock issued and outstanding immediately prior to the Alphabet Merger will automatically convert into an equivalent corresponding share of Alphabet stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Google stock being converted. Accordingly, upon consummation of the Alphabet Merger, Google’s current stockholders will become stockholders of Alphabet.  The stockholders of Google will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares in the Alphabet Merger.

It’s the kind of corporate legal deal that makes sense for esoteric and nuanced reasons, yet sounds kind of like that species of spider where the offspring eat their mother. That link has a picture of a spider, naturally, if that sort of thing rustles your jimmies.

(Also, Alphabet’s ticker symbol will be “GOOG”. Is that weird or what?)