Institutional Shareholder Services, an organization which advises shareholders how to vote on proxy issues, claims that Google scores very poorly on corporate governance. Issues include too much insider control and too few outside directors. According to the report, Google scored 0.2 out of 100 for their "governance quotient".
In an offering of this type, minority shareholders are inherently disadvantaged. It's not a problem if management is excellent. If management gets fat & happy, however, it makes it tough for outside shareholders to effect change.