Lead plaintiff in a shareholders’ federal class action, UFCW Local 1500 Pension Fund, claims Yahoo’s board of directors and top executives are violating the Investment Company Act of 1940. According to the suit, Yahoo’s investment securities make up 90% of the company’s value, so it must register as an investment company. The pension fund wants Yahoo to fire its executive officers, including CEO Marissa Mayer, and its entire board.
According to the pension fund, income from yahoo’s operations for 2013 was only 32.7% of its total net income, while income from investments accounted for 67.3%. The numbers were supposedly even more “shocking” in 2014, with 1.2% coming from operations income, compared to a “staggering” 98.8% for investment income, according to the complaint. Of course, the devil is in the details. Yahoo owns 2 billion shares of Yahoo Japan common stock, valued at $7.4 billion, representing about 25% of Yahoo’s market capitalization and almost 20% of Yahoo’s assets. Yahoo Japan is a joint venture with Softbank Corp., which was established in 1994. In 2005, Yahoo bought about 46% of Alibaba.com Corp., China’s biggest online marketplace and payment system. This amounts to about $27 billion, representing 89% of Yahoo’s market capitalization and 70% of its assets. Thus according to the complaint, Yahoo’s assets are primarily invested in publicly traded securities, and Yahoo is an investment company.
The union pension fund seeks class certification, disgorgement, permission to pursue two of the four counts derivatively, and damages for ICA violations, breach of fiduciary duty, and unjust enrichment.