Google filing error shocks investors, exposes process
R.R. Donnelley & Sons Co handles thousands of securities filings a year for corporate clients in a routine process that is invisible to most investors. On Thursday Google and its shareholders found out just what happens when that process goes wrong.
Google issued a statement blaming Donnelley, its filing agent, after the Internet search company’s quarterly results were released by the U.S. Securities and Exchange Commission hours ahead of schedule.
Earnings were far less than analysts expected and Google shares immediately plunged as much as 10.5 percent, knocking $26 billion off its market capitalization - the equivalent, as it happens, of about 13 R.R. Donnelleys.
It was quickly obvious that a mistake had been made — the second paragraph of the filing said “PENDING LARRY QUOTE” instead of an actual quote from Google CEO Larry Page — but it was not clear why.
Within minutes, though, an unknown prankster set up a “PendingLarry” Twitter feed to hypothesize what the missing quote might be. Among the highlights: “Man, our privacy was WAY violated today.”
Donnelley shares lost more than 5 percent after Google started pointing the finger, though they recovered later in the day. The company did not respond to a call for comment, but issued a statement to CNBC in which it said it was investigating the circumstances of the release.
Best known as a provider of printing services, Donnelley is also the top SEC filing agent in the country, handling more than 75,000 submissions this year as of mid-October, according to SECInfo.com.
Filing agents like Donnelley take paper documents and convert them for submission to the SEC in the appropriate format. The company also owns the filing portal EDGAR Online.
It is far from the first time a company’s earnings have somehow gotten out early.
In late 2010 and early 2011, inadvertent releases - usually by a misplaced release on a website - plagued companies like Walt Disney and Microsoft.
The common thread in all of those cases is that investors who are not in the right place at the right time to see the news may suffer for it.
“Some who didn’t get a chance to sell will try to, and others will be looking for bargains. I’m sure a lot of Google owners were caught off guard,” said Randy Frederick, managing director of active trading and derivatives for Charles Schwab in Austin, Texas.
After the first question of “who goofed?” was sorted out Thursday afternoon, the second one being asked by investors was “can we sue?”
“Everyone is trying to figure out if there’s any legal issue with respect to R.R. Donnelley. Google is halted, Donnelley is down big-time on the news since they’re allegedly not supposed to have released the information,” said Michael Matousek, senior trader at U.S. Global Investors in San Antonio.
But one plaintiffs lawyer who sues companies on behalf of investors said shareholders would not have a claim against either Google or R.R. Donnelley because the earnings disclosure was likely a mistake.
“There’s no fraudulent intent here,” said Reed Kathrein with Hagens Berman.
R.R. Donnelley may not be entirely off the hook with Google, however. The company could have a negligence claim to recover any additional costs it incurred in responding to the incident, Kathrein said.
Any potential damages against R.R. Donnelley could be limited, though, by the contract between the two companies.
Late Thursday, Google filed an amended press release with the missing quote and a confirmation that the figures in the original were accurate.
R.R. Donnelley shares were up 2 cents at $10.87 in late trading. Google was down 8.1 percent to $693.94 after trading resumed.
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