Alphabet Shareholder Sues Pichai and Board Over Lyria Music Model Copyright Strategy

A derivative lawsuit filed October 30 in Chicago federal court accuses Alphabet CEO Sundar Pichai, co-founders Larry Page and Sergey Brin, and ten other directors and executives of directing Google to train its Lyria music generation models on copyrighted recordings, compositions, and lyrics without licenses — an "unlawful business strategy" allegedly crafted to avoid licensing costs.

Shareholder Phil Rosen filed the 79-page complaint on Alphabet's behalf. Any damages recovered would be paid to Alphabet, not to Rosen personally. The suit names 13 defendants, including Chair John L. Hennessy, CFO Anat Ashkenazi, President and Chief Investment Officer Ruth M. Porat, and President of Global Affairs and Chief Legal Officer Kent Walker.

The core allegation: "ask forgiveness not approval"

The complaint alleges that all 13 defendants knew Google was using copyrighted works to train MusicLM, Lyria, Lyria 2, Lyria 3, and Mulan. It alleges Google's internal strategy was "carefully crafted to avoid spending the time and money necessary to obtain lawful licenses or permission from the copyright holders, and instead to simply pay damages later when Alphabet was sued by the copyright holders and commercial voiceprint holders" [1].

For MusicLM, introduced in January 2023, the complaint alleges Google used five million audio clips totaling 280,000 hours of music — roughly 32 years of continuous listening — without identifying the specific recordings, rights holders, or licenses in the training corpus [1]. It further alleges Google extracted audio from recordings, converted it to machine-readable formats, cut it into clips, and "stripped out all copyright information that identified the artists and their copyright notices" [1].

Much of the music section draws on a proposed class action filed by independent musicians in the same court in March 2026; some passages repeat that lawsuit's wording [1][2]. Google has moved to dismiss the musicians' case, arguing that by accepting YouTube's terms of service, the musicians granted a license extending to YouTube's "Affiliates," including Google [1].

Voice data and BIPA claims

The complaint also alleges that products including Gemini Live were built on "hundreds of thousands of hours of human speech recordings" without the written notice and written release required by Illinois' Biometric Information Privacy Act (BIPA) [1]. BIPA treats voiceprints as biometric data requiring explicit consent.

Proxy statements and a $169.6 billion buyback

Rosen's disclosure claims center on two sets of proxy statements. Alphabet's 2024 proxy said the board received regular updates from senior managers "immersed, on a daily basis, in the implementation of our AI Principles that are designed to provide safe, secure, and trustworthy AI development across products" [1]. The complaint alleges those assurances disappeared from the 2025 and 2026 proxies because directors "were well aware that they should not have been placed in the 2024 Proxy Statement" [1].

The 2025 proxy, opposing a shareholder proposal for an AI data-usage report, stated that Google operates "an authoritative, comprehensive, and auditable system of record for all of our AI assets" with "detailed tracking of data origins and usage (auditable lineage)" [1]. Rosen calls that statement false and misleading.

The complaint ties these alleged misrepresentations to Alphabet's repurchase of 1.147 billion shares between April 2023 and November 2025 at a total cost of $169.6 billion [1]. It argues the company paid artificially inflated prices because defendants knew of undisclosed copyright and BIPA violations.

Defendants' public positions and related litigation

Kent Walker, a defendant, published a Google policy paper in June 2026 arguing that training on publicly available web data is transformative fair use — "like an art student taking inspiration from walking through a gallery" [1]. That paper appeared four months before Walker was named in this suit.

The complaint cites "blazing red flags" from other AI copyright litigation: major-label suits against Suno and Udio (the latter founded by four former core Lyria contributors), and two suits by UMG, Concord, and ABKCO against Anthropic [1]. It attributes Anthropic's $1.5 billion payment to the publishers' 2023 lawsuit, though Music Business Worldwide reports that sum actually settled a separate class action by book authors in September 2025 [1][2].

What the suit seeks

Rosen asks the court to order defendants to pay damages to Alphabet, repay compensation received, and implement governance changes to "ensure the establishment of effective oversight of compliance with copyright and BIPA laws" [1]. No specific damages figure is specified. Pichai alone received more than $30 million in compensation from 2023 to 2025, according to the complaint [1].

Context: a derivative playbook

Rosen filed a similar derivative suit against Apple's leadership in August 2026 [2]. The allegations are unproven. Google's motion to dismiss the underlying musician class action remains pending. The lawsuit was filed in Chicago federal court.