Facebook headquarters. Photo: Jason Doiy/ALM

Facebook Inc. investors have launched another Delaware Court of Chancery lawsuit over the company's since abandoned plan to restructure in a way that would have given founder and CEO Mark Zuckerberg more control over the company.

The derivative complaint, filed Wednesday, accused the Facebook board of orchestrating a “charade” that damaged the company's reputation, exposed it to shareholder litigation and made Facebook “unjustly expend massive amounts of money on financial advisers and attorneys in a futile attempt to close the deal.”

The filing comes after Facebook last year scrapped the reclassification plan, just as Zuckerberg was set to testify in a shareholder class action, which challenged the proposed creation of a new class of stock that would have allowed Zuckerberg to retain his 60 percent voting power at the company, even as he sold off his shares to charity.

Plaintiffs attorneys have claimed victory in that case and asked Vice Chancellor J. Travis Laster to approve a $129 million fee award for successfully litigating the suit. Laster has scheduled a three-day evidentiary hearing in November, where Zuckerberg is again expected to testify in a Wilmington courtroom about the details of the plan.

The board has opposed the request as excessive, saying any fee award should not exceed $19.8 million.

On Wednesday, attorneys for a Pennsylvania-based pension fund said the Facebook board was  “complicit in Zuckerberg's self-interested power play” and had breached its fiduciary duties by approving a proposal that wouldn't return any meaningful value to the company.

The complaint also targeted a special committee review process, saying that an ally of Zuckerberg had “back-channeled” with the CEO and even coached him during calls discussing the proposal.

“From the outset, Zuckerberg orchestrated a flawed process, which was effectuated by Facebook's special committee, whose members either deliberately sabotaged the negotiations, were hopelessly biased, or otherwise woefully disregarded their Facebook fiduciary duties,” attorneys  from Schubert Jonckheer & Kolbe and Shepherd, Finkelman, Miller & Shah said in the 41-page complaint.

Facebook's press shop did not respond to an email Thursday seeking comment on the lawsuit.

Facebook's board last year approved the reclassification as a mechanism to allow Zuckerberg to maintain control of the company after he had announced that he would donate 99 percent of his Facebook holdings to the Chan Zuckerberg Initiative, a philanthropic investment company run by Zuckerberg's wife, Priscilla Chan.

Zuckerberg holds 60 percent of Facebook's voting control through his ownership of 86 percent of the company's Class B shares, which carry 10 times the voting power of Class A stocks; however, each Class B share Zuckerberg sells is converted into a Class A share, which provides for only one vote.

The planned reclassification aimed to issue a new class of nonvoting Class C common stock, with a dividend of two shares of Class C for each outstanding share of Class A and Class B stock, essentially allowing Zuckerberg to retain majority voting power, despite only owning just 5 percent of Facebook's stock.