Google (News - Alert) recently announced its first quarter earnings, and it's no surprise to see that the news was indeed good. But Google's future plans didn't sit well with one shareholder, who launched a lawsuit against both Google and its board in a bid to stop one plan in particular.
Google announced plans, along with its earnings announcements, to create a new class of capital stock, one without voting privileges that would essentially create a two-for-one stock split. The new class of stock is designed to be a way to reward employees and purchase businesses without diluting control of the company by adding a bunch of new voters and taking away voting power from the 56.3 percent stake of the company held by co-founders Sergey Brin (News - Alert) and Larry Page.
The lawsuit in question is a class-action suit launched by one shareholder, the Brockton Retirement Board, which in turn claims that Google is "breaching its fiduciary duty to the company's shareholders". Further, the suit alleges that co-founders Page and Brin are out to hold their power while at the same time selling off their holdings, giving them access to, potentially, billions of dollars. Moreover, the suit alleges that the "special committee" of directors that Google established that approved the stock split venture didn't talk to its financial adviser to get a "fairness opinion", and never even got an agreement out of Page and Brin that they'd continue to work for Google.
Strong allegations from the Brockton Retirement Board, certainly, and at last report Google had no comment to offer in regard to the allegations. And on the one hand, it's not hard to see why the Brockton Retirement Board might feel this way; a stock split like that would double everyone's holdings, including those of Brin and Page, and may have an adverse effect on share value.
But then again, it's also easy to see that Google would want access to further capital to work with that doesn't specifically require dilution of control. Google needs to expand and keep its offerings both new and robust. The recent rise of search services like Siri, that can use Google's search capability--among others--without returning advertising views for Google has to be weighing on Google's mind, so having access to a large pool of shares of stock that don't come with voting control would be very useful in creating new products and services to augment its search and advertising services.
Just how Brockton Retirement Board v. Larry Page (News - Alert) et al will come out remains to be seen, but with both sides having a reasonable argument, it will be difficult to favor one side over the other.
Edited by Brooke Neuman