"Even as Bernie and Arthur left the company, they were at a million a year; their compensation even with bonuses didn't come to million a year, even in 1990," when chief executive pay was beginning to escalate into the stratosphere.
"They never took a stock option or a stock grant at any time.
And though the rise is rooted in shareholder class actions challenging M&A deals – in which shareholders typically assert direct federal securities claims rather than derivative claims – I’m pretty sure plaintiffs' lawyers are also more likely to file ordinary shareholder derivative suits in federal court, citing Section 14.
It would sure be a big help to them not to have to prove demand futility.
But there was an intriguing nugget in Judge Thrash’s opinion.
Even if proxy disclosures are a matter of law, not business judgment, “directors must still use their business judgment in determining whether to pursue a lawsuit on account of those proxy statements,” he wrote.As an accountant, she gained extensive experience in the areas of both audit and tax. Brown has a record of successfully litigating, resolving, and taking to trial a broad array of business disputes for plaintiffs and defendants in state and federal courts, as well as in various forms of alternative dispute resolution. Brown is an expert at litigating complex contract disputes, including those related to merger and acquisition agreements, licensing agreements, and distribution agreements. (Reuters) - Derivative suits against the board members of companies that suffered data breaches appears to be a losing proposition for shareholders. Judge Thrash agreed with Home Depot’s lawyers at Alston & Bird that plaintiffs in the consolidated case failed to prove that it would have been futile for shareholders to demand the board take action against directors and officers in the name of the corporation.So shareholders are not excused from the requirement that they ask the board to take action for proxy omissions before they bring a derivative claim.As I’ve reported, the shareholder bar is increasingly disgruntled about the outcome of derivative litigation in Delaware Chancery Court.