Billionaire Peter Thiel and his Palantir Technologies Inc. co-founders fired back in Delaware on Friday at claims that their “class F” stock—a “flexible” security with voting power adjusted to give them a 49.99% say in any decision—illegally made them the company’s “emperor for life.”
Board chairman Thiel, CEO Alexander Karp, president Stephen Cohen, and the company filed a summary judgment motion in Delaware’s Chancery Court, defending rather than denying the supervoting shares. They didn’t previously seek to have the case dismissed without discovery, as most defendants do.
Although the proposed shareholder class action attacks the class F stock for giving “a specified percentage of voting power to the founders personally,” rather than assigning voting power on a per-share basis, that doesn’t violate any statute or company charter provision, according to the motion.
Palantir’s capital structure “reflects the fundamental flexibility that is at the core of Delaware corporate law,” the filing says. “A corporate charter may contain any provision not contrary to law,” and there’s “no prohibition on tying rights to the identity of particular holders,” it adds.
According to the co-founders, the class F shares were approved by a majority of Palantir’s other investors when the company went public through a direct listing last year.
The arrangement is of a piece with others that have passed muster for years, such as a provision guaranteeing 40% voting control of Ford Motor Co. to the Ford family since its stock market debut in 1956, the motion says.
The allegation that the stock is reverse-engineered to have 49.99% power over every vote, “as if by magic,” is little more than a “raft of hyperbole,” according to the filing.
Even if the “attacks had legal merit, under no circumstances would excising” the “entire class F structure”—as the lawsuit requests—”be the appropriate remedy,” the motion says. “The appropriate remedy would not be to attack the charter with a battle ax, but instead to wield a scalpel.”
Palantir is represented by Wilson Sonsini Goodrich & Rosati PC. The founders are represented by Potter Anderson & Corroon LLP and Cravath Swaine & Moore LLP. The plaintiff is represented by Bernstein Litowitz Berger & Grossmann LLP, Saxena White PA, and Friedman Oster & Tejtel PLLC.
The case is In re Palantir Techs. Inc. Class F Stock Litig., Del. Ch., No. 2021-0275, motion for summary judgment filed 7/23/21.
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