Google Inc. Class C Shareholder Litigation

We were retained by counsel for Google Inc. and counsel for Google’s founders, Larry Page and Sergey Brin (the Founders), to analyze Plaintiff’s claims that Google’s April 12, 2012 proposal for the issuance of a new class of non-voting stock via a stock dividend was “a thinly veiled attempt to further entrench the Founders’ voting power and control over the Company without any legitimate business purpose” and was detrimental to Google’s existing Class A shareholders. Compass Lexecon’s President Professor Daniel R. Fischel, submitted a report and a rebuttal report and testified at deposition, opining that, among other things, the economic evidence did not support Plaintiff’s claims, and that the proposed recapitalization was comparable to or more favorable to Class A shareholders than recapitalizations by other companies that have issued non-voting or limited voting common stock. Just prior to the commencement of trial the parties entered into a Memorandum of Understanding that documented the parties’ agreement to settle Plaintiff’s claims. The settlement was approved by Chancellor Leo E. Strine, Jr. in October 2013. Professor Fischel was assisted by David Ross, Laurel Van Allen, Jonathan Polonsky, and Sam Hollander in Compass Lexecon’s Chicago and Oakland offices. Google was represented by William Chandler III, Boris Feldman, David Berger and Gideon Schor of Wilson Sonsini Goodrich & Rosati, and by William Lafferty, Kevin Coen and D. McKinley Measley of Morris, Nichols, Arsht & Tunnell LLP. The Founders were represented by Ronald Olson, John Spiegel and George Garvey of Munger, Tolles & Olson LLP and by Stephen Lamb of Paul, Weiss, Rifkind, Wharton & Garrison LLP.