On2 Technologies shareholders are protesting Google's approach to buy the video software maker for $106.5m.
Investors at the company have filed separate lawsuits in New York and Delaware, reports the New York Post.
They claim the deal undervalues On2's regular investors, while benefiting the Clifton Park, New Jersey-based outfit's execs, board members and staff.
The Delaware suit, which was filed on 10 August, seeks class action status and a permanent injunction against the Google buyout.
Additionally it calls for an accounting of all damages caused by the defendants - On2's board of directors and Google.
It claimed that On2's bosses agreed to restrictive "no shop" and "standstill" provisions that lock out offers from anyone else seeking to buy the firm.
"Moreover, defendants agreed to such terms without any hard evidence that they sought a third-party buyer for On2 and no evidence that On2's directors shopped the company in order to obtain the best possible price," wrote investors Jack Miller and Pual Uy in the suit filed in Delaware Chancery Court, according to the NY Post.
Google confirmed its plans to buy the digital video compression company in an all-stock agreement on 5 August.
Mountain View said at the time that On2 shareholders would be handed 60 cents worth of Google class A common shares for each outstanding share they hold in the company.
Google and On2 could not be reached for comment at time of writing. The deal is expected to close in the fourth quarter.
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