Dec 12 The California Public Employees'
Retirement System said on Monday it had filed a lawsuit to block
IAC/InterActiveCorp from issuing a new class of
non-voting stock that it said was aimed at securing Barry
Diller's control over the online media company at the expense of
Chairman Diller controls more than 44 percent of IAC's
voting shares, while the billionaire owns less than 8 percent of
the company's stock, CalPERS said in a statement. (bit.ly/2hrc3Vf)
"As a result, no matter how much IAC uses stock to pay
compensation or pursue new deals, Diller and his future heirs
will never lose their voting control, even as their economic
ownership of IAC can be reduced far below their current 8
percent level," CalPERS said.
Diller "implicitly threatened to block additional
value-enhancing deals" unless IAC's board agreed to create a new
class of non-voting Class C stock, rather than dilute his stake
or pay other shareholders for the right to preserve control,
CalPERS said, citing IAC's public disclosures.
"Granting dynastic control in response to implicit threats
from a controlling shareholder is a breach of the board's
fiduciary duty of loyalty," CalPERS said.
IAC did not immediately respond to a call or an e-mail
Other IAC investors have also filed lawsuits against the
company, making similar accusations.
CalPERS, the nation's largest public pension fund, had a
stake of about 0.2 percent in IAC as of Nov. 30, according to
Thomson Reuters data.
(Reporting by Abhijith Ganapavaram in Bengaluru; Editing by