Voting control gives you power, but you still have responsibilities. You can't just ignore those 97%.

Honest question: why not? Those 97% should have been fully aware of this arrangement when they bought their stock.

The company still has a fiduciary duty to all shareholders, not just majority owners. A smaller shareholder could still argue in court that management is breaching those responsibilities.

That said (and IANAL), at least the couple suits I'm familiar with in this area have to do with minority shareholders arguing some decision was made to benefit majority owners at the expensive of minority shareholders. It's much, much more difficult to just argue "bad decision making" if all shareholders are affected equally.

Is there any precedent for that happening?

Tons. Searches starting with "minority shareholder oppression lawsuit" should point you in the right direction.

Of course you can.

If we're being pedantic, you can't do so without incurring a non-negligible risk of legal consequences often exceeding the personal gains from screwing over the shareholders.

Those 97% only have 49% of the voting power, so of course they can be ignored. 50% + 1 is more than enough to completely override all interests and demands from the other side. This has been demonstrated repeatedly in any system that involved voting power.

The question isn't whether they could be outvoted, just whether doing so is actually consequence-free. It isn't a pure democracy because the majority power has certain duties and obligations imposed by external actors (the court system) regardless of their ability or inclination to override other interests and demands.

>It isn't a pure democracy

Yes, that's precisely why those who hold controlling voting power can get away with pretty much anything.

The founders are not stupid. They are not giving away Google's source codes or company assets in proccesses that are 100% detrimental to the company's net value. Whatever consequences there will be due to some Wallstreet suits fuming at their annual investment return having 1% fewer growth YoY is going to have a very hard time building an actual case for a lawsuit. Should anything come close to materializing in a lawsuit, the legal teams will certainly relay that to Sergey and Larry so that they could respond accordingly.

> there is only Larry and Sergey.

Who are goofing off building blimps and flying on their private jets. They seem to have little interest in Google.

This is good if you're a founder. This massive chink in Google's armor could prove fatal. It's a tremendous opportunity that rarely presents itself.

They have a single biggest golden goose, and if it dies, they'll be in more dire straits than Intel.

Disrupt Google. They're so very vulnerable.