Florida-Based Hertz Sues Ex-General Counsel to Claw Back Pay After SEC Penalties
Hertz has sued its former general counsel and two other top executives to recover over $70 million the company says it paid them in incentive pay and a “golden parachute” severance package, plus over $200 million in legal fees and other costs related to misstating company income.
April 11, 2019 at 05:02 PM
4 minute read
The original version of this story was published on Corporate Counsel
In an exceptionally rare clawback case, The Hertz Corp. is suing its former general counsel and two other top executives to recover over $70 million the company says it paid them in incentive pay and a “golden parachute” severance package, plus over $200 million in legal fees and other costs due to misstated financial reports.
Hertz, which is headquartered in Estero, was forced to restate three years worth of income. All three defendants resigned under pressure and received multimillion-dollar severance packages.
Hertz does not accuse ex-GC Jeffrey Zimmerman of doing anything illegal, but the complaint alleges he “failed to stop, effectively counterbalance, or otherwise offset or report to Hertz's board of directors” about actions of former CEO Mark Frissora, which led to serious accounting misconduct. Frissora is a co-defendant in the lawsuit along with then-chief financial officer Elyse Douglas.
Frissora demanded “paradigm-busting accounting,” the suit said. “As General Counsel and chief compliance officer, Zimmerman was responsible for ensuring the accuracy and completeness of disclosures to stockholders and the public,”
Zimmerman's failure to stop or report Frissora was a breach of his duty owed to Hertz, the complaint said. Zimmerman's attorney, Vincent Connelly of the Chicago office of Mayer Brown, declined comment. Zimmerman, who served as general counsel for seven years ending in December 2014, couldn't be reached for comment by deadline.
While the Securities and Exchange Commission has brought a few clawback cases against executives, one filed by a corporation is very rare. In fact, Hertz attorney Herbert Beigel said he knows of no other case quite like it. Beyond that, Beigel of Herbert Beigel & Associates in Tucson, Arizona, said the complaint speaks for itself.
The lawsuit was filed in federal court in New Jersey by Gordon & Rees attorney Douglas E. Motzenbecker of Florham Park, New Jersey. Robert Viducich of the Law Office of Robert R. Viducich in New York also represents Hertz.
The facts of the case stretch back to 2011-2013 when then CEO-Frissora allegedly “displayed a management style and temperament that created a pressurized operating environment at the company … [which] led to inappropriate accounting decisions and the failure to disclose information critical to an effective review of Hertz's finances,” the suit states.
As an example of Zimmerman's knowledge, the suit said, “During the January 2013 close, Frissora urged Zimmerman to conduct a granular review of the legal reserves to help the company 'bridge the gap' for year-end results. Then, in September 2013, Frissora again urged Zimmerman to review legal reserves.”
The suit said the defendants' “wrongful 'tone at the top' was a form of misconduct and gross negligence,” led to inadequate internal controls and “a plethora of accounting errors.”
According to the suit, Zimmerman's golden parachute included, among other things, a series of lump-sum payments, the retention of certain incentive-based equity awards, eligibility for 92.9 percent of his 2014 bonus and the continued use of certain perquisites, such as insurance coverage.
Last December the company agreed to pay $16 million to settle a case brought by SEC for materially misstating its income by some $235 million.
In February, after an internal investigation and settlement with the SEC, Hertz sent letters to the defendants demanding they return their incentive and severance payments, totaling $70 million. When they did not do so, Hertz brought suit March 25 in U.S. District Court in New Jersey, alleging they were in breach of the company's clawback policy.
Hertz also accused them of breaching their severance agreements by saying they had not engaged in “willful gross neglect” or “willful gross misconduct.”
The suit said Frissora and Zimmerman also “represented in those agreements that they had not facilitated” or knew of “any financial or accounting improprieties or irregularities within Hertz.”
Hertz cites as damages the $70 million in incentive and severance pay, and over $200 million in investigative, legal and remediation costs, including the SEC penalty. The legal costs include defending the company against several lawsuits brought after the income restatement.
Hertz also seeks a declaratory judgment saying the defendants are not entitled to have their attorney fees paid by the company for this litigation.
Meanwhile, the defendants have filed their own action in Delaware Chancery Court, asking that the court order Hertz to pay their attorney fees. That action is expected to be heard first in May.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Subscribe Now
Not a Bloomberg Law Subscriber?
Subscribe Now
NOT FOR REPRINT
© 2024 ALM Global, LLC, All Rights Reserved. Request academic re-use from www.copyright.com. All other uses, submit a request to [email protected]. For more information visit Asset & Logo Licensing.
You Might Like
View AllSecond Circuit Ruling Expands VPPA Scope: What Organizations Need to Know
6 minute read'They Got All Bent Out of Shape:' Parkland Lawyers Clash With Each Other
Courts of Appeal Conflicted Over Rule 1.442(c)(3) When Claims for Damages Involve a Husband and Wife
Families Settle Court Battle Over Who Owns Parkland Killer's Name, Likeness
4 minute readTrending Stories
- 1How to Support Law Firm Profitability: Train Partners Up
- 2Elon Musk Names Microsoft, Calif. AG to Amended OpenAI Suit
- 3Trump’s Plan to Purge Democracy
- 4Baltimore City Govt., After Winning Opioid Jury Trial, Preparing to Demand an Additional $11B for Abatement Costs
- 5X Joins Legal Attack on California's New Deepfakes Law
Who Got The Work
Michael G. Bongiorno, Andrew Scott Dulberg and Elizabeth E. Driscoll from Wilmer Cutler Pickering Hale and Dorr have stepped in to represent Symbotic Inc., an A.I.-enabled technology platform that focuses on increasing supply chain efficiency, and other defendants in a pending shareholder derivative lawsuit. The case, filed Oct. 2 in Massachusetts District Court by the Brown Law Firm on behalf of Stephen Austen, accuses certain officers and directors of misleading investors in regard to Symbotic's potential for margin growth by failing to disclose that the company was not equipped to timely deploy its systems or manage expenses through project delays. The case, assigned to U.S. District Judge Nathaniel M. Gorton, is 1:24-cv-12522, Austen v. Cohen et al.
Who Got The Work
Edmund Polubinski and Marie Killmond of Davis Polk & Wardwell have entered appearances for data platform software development company MongoDB and other defendants in a pending shareholder derivative lawsuit. The action, filed Oct. 7 in New York Southern District Court by the Brown Law Firm, accuses the company's directors and/or officers of falsely expressing confidence in the company’s restructuring of its sales incentive plan and downplaying the severity of decreases in its upfront commitments. The case is 1:24-cv-07594, Roy v. Ittycheria et al.
Who Got The Work
Amy O. Bruchs and Kurt F. Ellison of Michael Best & Friedrich have entered appearances for Epic Systems Corp. in a pending employment discrimination lawsuit. The suit was filed Sept. 7 in Wisconsin Western District Court by Levine Eisberner LLC and Siri & Glimstad on behalf of a project manager who claims that he was wrongfully terminated after applying for a religious exemption to the defendant's COVID-19 vaccine mandate. The case, assigned to U.S. Magistrate Judge Anita Marie Boor, is 3:24-cv-00630, Secker, Nathan v. Epic Systems Corporation.
Who Got The Work
David X. Sullivan, Thomas J. Finn and Gregory A. Hall from McCarter & English have entered appearances for Sunrun Installation Services in a pending civil rights lawsuit. The complaint was filed Sept. 4 in Connecticut District Court by attorney Robert M. Berke on behalf of former employee George Edward Steins, who was arrested and charged with employing an unregistered home improvement salesperson. The complaint alleges that had Sunrun informed the Connecticut Department of Consumer Protection that the plaintiff's employment had ended in 2017 and that he no longer held Sunrun's home improvement contractor license, he would not have been hit with charges, which were dismissed in May 2024. The case, assigned to U.S. District Judge Jeffrey A. Meyer, is 3:24-cv-01423, Steins v. Sunrun, Inc. et al.
Who Got The Work
Greenberg Traurig shareholder Joshua L. Raskin has entered an appearance for boohoo.com UK Ltd. in a pending patent infringement lawsuit. The suit, filed Sept. 3 in Texas Eastern District Court by Rozier Hardt McDonough on behalf of Alto Dynamics, asserts five patents related to an online shopping platform. The case, assigned to U.S. District Judge Rodney Gilstrap, is 2:24-cv-00719, Alto Dynamics, LLC v. boohoo.com UK Limited.
Featured Firms
Law Offices of Gary Martin Hays & Associates, P.C.
(470) 294-1674
Law Offices of Mark E. Salomone
(857) 444-6468
Smith & Hassler
(713) 739-1250