Google energy plan- how can they waste time on this?

DISCLAIMER- THIS IS NOT INTENDED TO AND DOES NOT CONSTITUTE LEGAL ADVICE AND DOES NOT ESTABLISH AN ATTORNEY-CLIENT RELATIONSHIP. CONSULT QUALIFIED LEGAL COUNSEL IN YOUR CITY OR STATE FOR IMMEDIATE LEGAL ADVICE.
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First, the Google Energy Plan is a project by Google.org (see http://google.org/). From Google.org’s own website:

“In 2004, when Google founders Larry Page and Sergey Brin wrote to prospective shareholders about their vision for the company, they outlined a commitment to contribute significant resources, including 1% of Google's equity and profits in some form, as well as employee time, to address some of the world's most urgent problems. That commitment became Google.org.

Google also established the Google Foundation in 2005, which is a separate 501(c)(3) private foundation. The Google Foundation is managed by Google.org and supports our mission and core initiatives as one of our sources of funds for grant making. As of May 2008, Google.org has committed over $85 million in grants and investments to further our five initiatives.“

A shareholder suing Google for waste would be called a shareholder derivative action.

Derivative actions are generally brought to seek redress for corporate mismanagement. In these actions, a shareholder sues on behalf of the company, which is commonly identified in the complaint as a nominal defendant. Derivative suits have been characterized as the “remedy of last resort” because of judicial reluctance to subvert the principle of management control (see Kayes v Pacific Lumber Co. (9th Cir 1995) 51 F3d 1449, 1463).

In general, to qualify as a plaintiff, the shareholder must plead and later prove that the company itself has previously and without adequate justification declined to bring the suit in its own name. The most prominent derivative actions are those in which the defendants include company directors and officers accused of some type of self-dealing (e.g., breach of fiduciary duties, fraud, or conspiracy)(See Weingand v Atlantic Sav. & Loan Ass'n (1970) 1 C3d 806, 83 CR 650.)

The procedure for bringing a derivative suit in California is set forth in Corp C §800. Federal procedure is set forth in Fed R Civ P 23.1.

There are two essential elements that provide the basis for maintenance of such suits (Starbird v Lane (1962) 203 CA2d 247, 21 CR 280):

* Injury to the whole corporation or to the whole body of shareholders; and
* The wrongful failure or refusal of the company's management to act in the face of a request to do so.

To maintain a viable derivative action, the shareholder plaintiff must allege "with particularity" in the complaint that it first made a demand for action to the company's board and that the demand was rejected. Corp C §800(b); Barnes v State Farm Mut. Auto. Ins. Co. (1993) 16 CA4th 365, 20 CR2d 87

Before commencing a derivative action the plaintiff must nevertheless submit to the company or board either a written statement of the "ultimate facts" on which the shareholder bases the causes of action or a "true copy" of the proposed complaint. Corp C §800(b). This is a condition precedent to the plaintiff's ability to maintain the suit. (Starbird v Lane (1962) 203 CA2d 247, 21 CR 280)

In short, it’s most likely not in anyone’s best interest to sue Google for their proposed energy plan. However, that is just one lawyers’ opinion, and you are free and encouraged to continue seeking alternative answers to your questions.

Best,
Brian Pedigo
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The above information is provided for discussion purposes only. Brian Pedigo believes in helping people and answering their questions and providing information and solutions. To encourage and facilitate this practice, it is understood and agreed by the recipient that by opening, reading and viewing this information, no attorney-client relationship has been discussed, agreed to or otherwise established. In legal matters, time is of the essence. You should contact an experienced lawyer ASAP.

Disclaimer: This post does not constitute legal advice and does not establish an attorney-client relationship.

The first contributor's answer was extraordinarily thorough. I will add the following practical comments:

- Company management probably is in a better position than you are to judge what is in the company's best interest.
- If you are unhappy enough, your most cost- and time-effective solution will be to sell your Google shares and invest elsewhere.