Multiple sources close to Twitter have said that someone with access to Twitter’s most confidential information, such as who they are interviewing for key executive spots, may be leaking that information directly to Google.This sounds dubious to me. It is not only unethical for a senior Twitter employee to be leaking such information but it is plainly illegal. An employee owes a fiduciary duty to his employer to perform his duties strictly for the benefit of that employer. Such an employee also has obligations not to disclose or misuse any trade secret information belonging to that employer. Both of these are pretty serious legal obligations, the violation of which would subject not only the direct malefactor to major liabilities but also anyone conspiring with him to commit the wrongs.
This story, then, assumes that Google is effectively engaged in knowing illegal acts of the most serious kind. While that in theory might be true, it assumes that (1) Google has a company ethic that would tolerate such willful misconduct, and (2) Google would be stupid enough to engage in a course of conduct that could pretty readily be exposed, much to its injury in law and in reputation.
This doesn't ring true for me.
In addition, grants of conventional restricted stock are in fact sales of stock to a recipient. That means someone has to pay for them. Assuming the Google stock here is being sold at fair value, that is one hefty price tag for an employee to pay. Of course, a board of directors might authorize payment by a loan to the employee but that loan would need to be full-recourse in order not to create inordinate tax problems for the company. This means that the employee would borrow, in one case, $100 million, and, in the other, $50 million, on terms for which he can be personally sued for failure to pay. And what would the employee get for his $100- or $50-million price tag? Well, in the normal course, stock worth just that. So where is the bargain for the employee? Even with a discounted price, the risk to the employee would be enormous because the deal would effectively be a bet that Google's stock will increase significantly in value before the stock vests and the payment comes due. Again, this doesn't really make sense. CEOs take such bets with restricted stock on occasion when a company is still fairly young (e.g., Meg Whitman with Ebay), but this is unheard of for an engineer employee, even a high-level one.
A deal of this type could be structured with stock options that would not need to be paid for up front and would not result in a tax hit or payment obligation to the employee upon grant. But this piece specifically uses the term "restricted stock." Perhaps this is not really restricted stock proper but some sort of restricted units that mimic stock but really constitute contingent employee bonuses. But the piece is suspect in its confident assertion that "restricted stock" was used.
Finally, there are the public company implications. Whenever a company incurs a material event, it must be publicly reported in fairly short order in SEC filings. A $150 million outlay? That would seem material even for Google.
Then there is the question of board of director responsibility. Directors have fiduciary duties to adhere to in making stock grants. How would the Google board justify these grants? And how could they justify them based on illegal "tips" received from a Twitter employee.
I may be missing some nuances here, as my firm does not often get deeply into fine points of public-company law. On its face, though, this one does not add up when the legal factors of which I know are taken into account.