Google settles shareholder lawsuit over company control

The settlement should clear the way for the Web giant to issue a new class of nonvoting shares, ensuring that the founders' majority control isn't diluted.

Google has reached a settlement in a shareholder lawsuit that will effectively guarantee that founders Larry Page and Sergey Brin retain lifetime control of the company.

The settlement, which still requires court approval, allows Google to issue a new class of nonvoting shares to shareholders of its publicly traded stock. A complaint filed by Brockton Retirement Board had alleged that the plan cements Page and Brin's "iron-clad grip" on Google by maintaining their 56.3 percent voting stake.

The dispute began in April 2012 when Google announced its first stock split -- or it "non-voting capital stock plan." As part of the split, the company plans to issue a new class of stock that won't carry voting rights. Current Google stockholders would receive one share of this new Class C stock for each company share they already hold.

But future stock grants to employees and new acquisitions will be of the non-voting variety. The overall effect will be to ensure that Google's existing shareholders -- especially its founders -- retain their current voting power.

As part of the settlement revealed Monday, Google has agreed to compensate owners of the new class of stock if its value is less than the existing stock after one year of trading. If the value of the Class C stock is 1 percent to 5 percent of Class A shares, investors will be compensated on a sliding scale depending on the discounted value, up to 5 percent.

The agreement also allows Google's independent directors to issue more than 10 million Class C shares to make an acquisition. In the event that Page and Brin's combined voting stake falls below 15 percent, the company also has agreed to consider converting nonvoting Class C shares to Class A shares.

 

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