Schnatter Granted Access to Papa John's Records Related to Ouster, Bouchard Rules
Chancellor Andre G. Bouchard ruled Tuesday that John Schnatter, the company's largest stockholder, was entitled to books and records regarding the company's decision to terminate his employment last July, after Forbes reported that he had used the N-word during a company training call.
January 15, 2019 at 03:33 PM
5 minute read
Papa John's founder and former CEO John Schnatter won his bid to obtain company records related to his ouster from the company last year, as a multifaceted battle for control of the pizza chain plays out in Delaware Chancery Court.
Chancellor Andre G. Bouchard ruled Tuesday that Schnatter, the company's largest stockholder, was entitled to books and records regarding the company's decision to terminate his employment last July, after Forbes reported that he had used the N-word during a company training call.
Schnatter, who resigned as Papa John's chairman but refused to relinquish his position on the company board, filed his books-and-records case July 26, seeking to investigate possible mismanagement by the board. Just weeks later, he filed a derivative complaint against the other directors, alleging that they had breached their duty of loyalty to investors by voting to remove him without first conducting a thorough investigation.
Attorneys for Papa John's argued that the books-and-records request was improper because it related on to Schnatter personally and not his role as a director. The two lawsuits, they said, alleged the same underlying wrongdoing, and Schnatter should be forced to obtain the information through discovery in his fiduciary action.
Bouchard, however, said Tuesday that Schnatter had agreed not to use any of the documents he obtained to file a shareholder claim without the company's consent. And while Schnatter's requests were too broad, the demand stemmed from a “genuine desire” to investigate potential breaches by the board, Bouchard said.
“To be sure, there is a personal element to the concerns Schnatter testified about because they also pertain to his reputation as an individual. But that fact does not negate that these concerns are legitimate corporate concerns, particularly given that Schnatter's image and standing has been inextricably intertwined with the company's public persona for decades,” Bouchard wrote in a 48-page memorandum opinion.
“In short, I find that the company has failed to prove that Schnatter's purpose for the demand is not reasonably related to his position as a director. I reject the company's theory that his actual purpose is to obtain documents to advance his personal interests, although I recognize that the documents sought in the Demand may be important to him personally as well.”
According to the complaint, the documents produced would include texts and emails exchanged between other board members, as well as some privileged communications to which the other directors had access. Any production, however, would be limited to material referencing Schnatter's changing roles at the company.
A spokeman for Papa John's said in a statement Tuesday that the company was “pleased” that Bouchard had trimmed the scope of Schnatter's demand as “overbroad” and said it would comply with the court's decision.
“Papa John's has already provided and will continue to provide John Schnatter with all materials that he is entitled to receive,” the company said in a statement. “Our focus remains on the important steps we are taking to move Papa John's forward and create a better future for our 120,000 corporate and franchisee team members.”
An attorney for the company did not return a call seeking comment on the ruling.
Bouchard's decision followed a one-day trial in October, where Schnatter testified that he felt ambushed on the training call and by the speed with which national news outlets started reporting the story.
Schnatter admitted that he had used a derogatory term for black persons during discussions with an outside advertising agency about adding rapper Kanye West to the company's marketing plan. However, his use of the “N-word,” Schnatter said, was not a reference to West, but was instead intended to make a larger point about how he did not want that word to be associated with Papa John's brand.
Schnatter's attorney, Garland A. Kelley, said his client was “vindicated” by Tuesday's ruling, saying the documents would “help get to the bottom of what actually occurred here.”
“Mr. Schnatter sought access to those documents after the unexplained and heavy-handed behavior of various company insiders—including members of the board and some in management—who may have placed their own self-interests ahead of the best interests of the Company, its shareholders, employees and franchisees,” Kelley, a partner with Glaser Weil in Los Angeles, said in a statement.
Kelley, who also represents Schnatter in the derivative case, in October raised the possibility of a third lawsuit, which would allege that members of Papa John's senior management caused “significant damage” to the company by placing their own interests over those of shareholders.
Glaser Weil is also representing two women who have made separate allegations of sexual harassment against members of the company's management team, according to Bouchard's opinion.
Schnatter was also represented in the books-and-records case by Peter B. Ladig, Brett M. McCartney and Elizabeth A. Powers of Bayard. Papa John's was represented by Blake Rohrbacher, Robert L. Burns, Brian F. Morris and Kevin M. Regan of Richards, Layton & Finger in Wilmington.
The case was captioned Schnatter v. Papa John's.
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