Google has agreed to commit $500 million over a decade to restructure its internal compliance system following a case with shareholders over repeated exposure to antitrust investigations.
The deal, which still requires approval from a U.S. federal judge, follows a shareholder lawsuit targeting top executives of Alphabet Inc., Google’s parent company.
The plaintiffs, led by two Michigan pension funds, claimed that Google’s leadership, including CEO Sundar Pichai and co-founders Sergey Brin and Larry Page, of neglecting their fiduciary responsibilities by allowing the company to face repeated antitrust investigations without adequate oversight, particularly in its core businesses: search, advertising technology, Android, and app distribution.
In response, Alphabet has agreed to introduce some governance reforms. These include the formation of a dedicated regulatory oversight committee within its board of directors, separate from the existing audit and compliance unit, and the creation of a senior executive team, reporting directly to CEO Sundar Pichai, to oversee regulatory matters.
Again, the company plans to establish a compliance working group made up of product team managers and internal compliance specialists.
While Google denies any wrongdoing, it acknowledged the practical benefits of settling. “Over the years, we have devoted substantial resources to building robust compliance processes. To avoid protracted litigation we’re happy to make these commitments,” the company stated.
Shareholders will not receive any financial compensation. Their legal team believes the structural reforms themselves are a big win. “These reforms, rarely achieved in shareholder derivative actions, constitute a comprehensive overhaul of Alphabet’s compliance function,” the lawyers said, calling the outcome a “deeply rooted culture change.”
The proposed reforms must remain in place for at least four years. The shareholders’ legal team is expected to request up to $80 million in legal fees, separate from the $500 million Alphabet is set to invest in its internal reforms.
“This is one of the largest corporate commitments we’ve seen to compliance,” said Patrick Coughlin, one of the attorneys representing the shareholders. “We didn’t see the board getting the fulsome reports it should have gotten regarding antitrust risks. There are things it could have done, and should have done, earlier.”
The announcement came the same day that Judge Amit Mehta in Washington wrapped up hearings on another antitrust matter concerning Google’s monopoly in the search market.
Mehta is expected to issue a ruling by August. The U.S. Department of Justice is considering drastic measures, including forcing Google to divest from its Chrome browser and share its search data with competitors.
The derivative case is filed under In re: Alphabet Inc Shareholder Derivative Litigation, Case No. 21-09388, in the U.S. District Court for the Northern District of California.
