CalPERS Sues Magnate Barry Diller Over IAC/InterActive Stock Proposal

Pension giant CalPERS has sued business magnate Barry Diller over IAC/InterActive’s plan to implement a dual class stock structure, which the pension fund opposes because it could take power away from public stockholders.

More from the Wall Street Journal:

The California Public Employees’ Retirement System has sued Barry Diller over his Internet company IAC/InterActiveCorp’s plan to create Class C shares.

The suit filed in the Delaware Court of Chancery also names the company’s board.

Calpers alleges that “granting dynastic control in response to implicit threats from a controlling shareholder” is a breach of the board’s fiduciary duty.

[…]

Mr. Diller has said the formation of the new class of nonvoting common shares would be helpful in issuing stock for acquisitions and equity awards without diluting the voting power of existing stockholders.

Calpers, the U.S.’s largest public pension fund, has been a longtime critic of dual-class stock structures, arguing they can hurt the interests of public stockholders.

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