When the value of a company is diminished because of willful mismanagement, insider self-dealing or other acts of malfeasance, shareholders may bring a derivative suit against the board of directors and other responsible individuals in order to improve corporate governance and to recoup damages suffered by the company.
Corporate governance reforms can vary, but they are typically designed to prevent the reoccurrence of misconduct in the future. These reforms may include:
- Changing internal accountability and reporting processes
- Modifying management’s reporting structure to ensure that board members are better informed and are empowered to fulfill their fiduciary duties to shareholders
- Increasing the number of independent, outside directors
- Removing wrongdoers from board positions and/or management
- Establishing additional board committees to provide oversight and prevent improper conduct
- Changing management’s compensation arrangements
- Improving a company’s public disclosures
Our Approach to Shareholder Derivative Lawsuits
Motley Rice attorneys pursue shareholder derivative lawsuits against corporate officers and directors who have allegedly breached fiduciary duties owed to the company. Through these cases, investors can directly impact long-term investment value through enhanced director independence and improved disclosure policies, and improve compliance with laws, rules and regulations involving:
- Labor relations
- Environmental concerns
- Workplace health and safety
- Anti-bribery statutes (such as the Federal Corrupt Practices Act)
- State and federal contracting requirements (and the applicable versions of the False Claims Act) and other related matters
*Prior results do not guarantee a similar outcome.
Shareholder Derivative Case HIGHLIGHTS
- Manville Personal Injury Settlement Trust v. Gemunder
- In re Walgreen Co. Derivative Litigation
- Service Employees International Union v. Hills (regarding Chiquita Brands International, Inc.)
- Mercier v. Whittle (regarding the South Financial Group).
- Manville Personal Injury Settlement Trust v. Farmer (regarding Cintas Corporation)
- California State Teachers’ Retirement System, et al. v. Blankenship, et al.