Insiders

CalPERS sues IAC over move to maintain Diller's voting power

December 12, 2016 at 05:48 pm EST

(Reuters) - 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 other shareholders.

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.

"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 seeking comment.

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 Savio D'Souza)

Stocks mentioned in the article

	Add to a list Add to a list 0 selected To use this feature you must be a member Log in Sign up	Price	Change	5d. change	Capi.
	MATCH GROUP, INC.	- USD	-.--%	+15.13%	8.14B
	MATCH GROUP, INC.	30.63 USD	+2.24%	+4.18%	8.14B

Barry Diller

Barry Charles Diller is an American businessperson who has been at the head of 19 different companies and currently occupies the position of Chairman of Expedia Group, Inc., Chairman for Expedia, Inc. (a subsidiary of Expedia Group, Inc.), Chairman at IAC Holdings, Inc. (Florida) and Chairman at IAC. Mr. Diller is also President & Director at The Diller-Von Furstenberg Family Foundation, Member-Councilors Board at the University of Southern California, Member-Executive Board at the University of California, Los Angeles, Member of The Business Council, Member-Councilors Board at USC School of Cinematic Arts and Member-Deans Council at Tisch School of the Arts and on the board of 5 other companies. In the past Mr. Diller was Chairman & Chief Executive Officer at Fox, Inc., Director at TripAdvisor, Inc., Director at Live Nation Entertainment, Inc. Chairman for Ticketmaster, Non-Executive Chairman at Ticketmaster Entertainment LLC and President & Chief Operating Officer of Ticketmaster Ticketing Co., Inc. (which are all subsidiaries of Live Nation Entertainment, Inc.), President of Madison Square Garden Corp., Chairman for IAC, Chairman & Chief Executive Officer at QVC, Inc., Chairman & Chief Executive Officer of IAC, Inc., Chairman & Chief Executive Officer of Paramount Pictures Corp., President of Simon & Schuster, Inc., President at MSGN Holdings LP, President at Sega Enterprises, Inc., Vice President-Prime Time Television at ABC Entertainment and Member of Council on Foreign Relations, Inc.

View full profile

Linked companies
EXPEDIA GROUP, INC.	Chairman
The Diller-Von Furstenberg Family Foundation The Diller-Von Furstenberg Family Foundation Investment Trusts/Mutual FundsMiscellaneous The Diller - von Furstenberg Family Foundation engages in the provision of philanthropic services to support non-profit organizations. It funds the public spaces, community building, education, human rights, arts, health, and environment sectors. The company was founded in 1999 and is headquartered in New York, NY.	President

Linked companies

EXPEDIA GROUP, INC.

Chairman