Shareholders sue 9 companies over “exclusive forum” bylaws
Nine companies are suffering the legal consequences of disappointing their shareholders.
February 08, 2012 at 06:10 AM
3 minute read
The original version of this story was published on Law.com
Nine companies are suffering the legal consequences of disappointing their shareholders.
Yesterday, shareholders sued Autonation Inc., Chevron Corp., Curtis Wright Corp., Danaher Corp., Franklin Resources Inc., Navistar International Corp., Priceline.com Inc., SPX Corp. and Superior Energy Services Inc. for implementing bylaws requiring shareholders to bring lawsuits exclusively in the Delaware Court of Chancery. The shareholders claim the companies adopted the bylaws to shield directors from liability.
According to Reuters, “exclusive forum” bylaws are becoming increasingly popular among corporations as a way to control a rise in shareholder litigation, particularly when it comes to M&A lawsuits.
But many shareholders oppose the bylaws because they claim the Chancery Court favors business management over shareholders. Meanwhile, most companies prefer litigating in the Chancery Court, which is recognized as an expert in corporate law and more predictable than other forums.
Nine companies are suffering the legal consequences of disappointing their shareholders.
Yesterday, shareholders sued
According to Reuters, “exclusive forum” bylaws are becoming increasingly popular among corporations as a way to control a rise in shareholder litigation, particularly when it comes to M&A lawsuits.
But many shareholders oppose the bylaws because they claim the Chancery Court favors business management over shareholders. Meanwhile, most companies prefer litigating in the Chancery Court, which is recognized as an expert in corporate law and more predictable than other forums.
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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.
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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.
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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.
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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.
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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.
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