Then felt I like some watcher of the skies When a new planet swims into his ken.

- John Keats

In 1932, Professors Adolf A. Berle and Gardiner C. Means published The Modern Corporation and Private Property. In that seminal work, the professors described the alienation of power over property by executives and corporate management from the putative owners of that property, i.e., the shareholders. Berle updated that theme in 1959 in his Power Without Property.

Back then, property was presumed to be essentially bricks and mortar or other tangibles. There were some intangibles, generally involving copyrights, patents or other identifiable contractual rights, e.g. leaseholds. But that notion of property has been transmuted in this Third Millennium, an era which I have dubbed that of the "Four I's" - the Internet, intangibles, intellectual property and information.

In this era we see the power-property dichotomy accelerating at an exponential pace, with increasing institutionalization through mutual funds, 401(k)s, the securitization of bundles of assets that are embedded in the bellies of corporations and stepped-down into new entities with their layers of participation, i.e., tranches.

And mind you, I have not even yet alluded to derivatives - whatever that amorphous theme may imply. In all this, my recent ruminations led me to the dating of the Big Bang for this era of the Four I's to Aug. 18, 2004, i.e., the date on which Google went public via its somewhat unorthodox initial public offering. And it is Google that I have tracked since then - without, I should add, buying or selling its shares at any time.

I believe that it is Google that should be tracked by academics and, I suggest, regulatory agencies, because my deliberations lead me to the view that with its especially favorable tax and financial market positioning, it might evolve into an especially opportunistic venture capital or hedge fund capable of sucking the air from actual or potential competitors.

GOOGLE'S SOS TO THE SEC

It is with that as prologue that I take up Google's July appeal to the Securities and Exchange Commission to rescue it from a tsunami that is flooding its banks with billions on billions of dollars. The ill wind inducing this dilemma for Google is the SEC rule that requires that a registrant with investments (excluding U.S. Treasuries) that exceed 40 percent of its total assets must follow the much stricter rules applicable to mutual funds - a fate that Google wants to avoid.

The basis for Google's plight can be seen at a glance on its Sept. 30, 2006, balance sheet. Of its gross assets of about $15.7 billion, more than $10.4 billion represent cash, cash equivalents and investments - clearly way over the SEC's 40 percent standard. The other assets on the balance sheet comprise property and equipment at $2.2 billion, non-marketable equity securities at $1 billion and other assets at $2.1 billion.

We, of course, are aware of the fact that Google is richly endowed (at least that is what the marketplace tells us) with enormous sums of assets that are not on its balance sheet - intellectual, informational and other intangible assets. But since these enormous presumptive values are not on Google's balance sheet, they cannot count in the 40 percent reckoning.

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