Lawsuit Aims at Jeffrey Katzenberg and His Dual-Class Shares

The lawsuit looks at Mr. Katzenberg’s ownership of DreamWorks, which has dual-class stock. The Class B shares have 15 votes a piece, and the Class A shares each have one vote. Mr. Katzenberg owns all of the Class B stock. Together with his Class A shares, he has 60 percent of the vote for DreamWorks despite owning only 11.5 percent of the total outstanding shares. This became an important fact in the negotiations over the sale of DreamWorks. According to the company’s Securities and Exchange Commission filings, DreamWorks had been in talks to sell itself to a private equity firm at $35 per share. Mr. Katzenberg would have maintained a management role and retained ownership of the newly private company. The deal was close to being completed, with the crucial terms agreed on, when Comcast popped into the scene in April with a higher offer.

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