Delaware Judge Orders Facebook to Produce Documents Detailing Handling of User Data
Vice Chancellor Joseph R. Slights III on Friday said that the books-and-records lawsuit, filed last year by a New York-based pension fund, had produced at least "some evidence" that the company's board and senior management had knowingly placed users' information at risk and failed to comply with a 2011 consent decree mandating that better protect the data.
June 03, 2019 at 02:39 PM
4 minute read
The original version of this story was published on Delaware Business Court Insider
A Delaware Chancery Court judge has ordered Facebook Inc. to turn over a trove of company records to investors seeking to investigate potential wrongdoing related to the company's alleged mishandling of user data, which has resulted in multiple privacy scandals and contributed to a historic loss in the social network's market value.
Vice Chancellor Joseph R. Slights III on Friday said that the books-and-records lawsuit, filed last year by a New York-based pension fund, had produced at least “some evidence” that the company's board and senior management had knowingly placed users' information at risk and failed to comply with a 2011 consent decree mandating that better protect the data.
“I conclude in this post-trial decision that plaintiffs have demonstrated, by a preponderance of the evidence, a credible basis from which the court can infer that wrongdoing occurred at the Board level in connection with the data privacy breaches that are the subject of this action,” Slights wrote in a 56-page memorandum opinion.
The ruling came nearly a year after Facebook suffered its largest-ever loss of market value in a single day, shedding $119 billion following a dismal earnings report that warned of slowing growth. The Menlo Park, California-based firm has since seen dozens of data lawsuits filed in state and federal courts and is reportedly negotiating a multibillion fine with Federal Trade Commission over its user privacy practices.
Facebook investors represented by co-lead counsel from Hach Rose Schirripa & Cheverie and Prickett, Jones & Elliott sued for company records in September, arguing that the documents were crucial to determining whether Facebook's directors had failed to maintain a system of oversight or had otherwise breached their fiduciary duties to investors.
The company resisted the demand, telling Slights that the complaint cited no evidence that the company lacked a reporting system or had turned a blind eye to red flags. Though Facebook turned over nearly 1,700 pages of documents pre-suit, about 1,600 were either completely redacted or unrelated to the information that the pension fund sought.
In his ruling, Slights noted that the “credible basis” standard for book-and-records suits imposed the lowest burden of proof under Delaware law, and rejected Facebook's “implicit suggestion” that he must assess the merits of a potential derivative claim before allowing the plaintiffs' inspection demand to stand.
The plaintiffs, he said, had pointed to evidence at trial showing that the British political consulting firm Cambridge Analytica would not have been able to improperly access the data of some 87 million Facebook users had the company complied with the FTC's consent decree. According to the complaint, Facebook's board knew about their obligations under the order, but instead opted to monetize access to user data through agreements with “whitelisted” business partners, in exchange for a hefty fee.
Attorneys for both sides were not immediately available to comment Monday. Facebook's press office did not respond to an email requesting comment on the decision.
Facebook has acknowledged that Cambridge Analytica, a data analytics firm whose parent firm has since gone bankrupt, accessed data from millions of its users as part of a software application called “thisisyourdigitallife.” Questions have surfaced over the use of such data during the 2016 election, given that Steve Bannon, who was campaign manager and later chief White House strategist for President Donald Trump, provided financial backing to Cambridge Analytica.
In April, Sheryl Sandberg, Facebook's chief operating officer, said the company knew Cambridge Analytica had improperly obtained user data, but failed to conduct a review of the breaches for more than two years.
Recent media reports, however, have indicated that Facebook had struck customized deals with a range of electronics firms, contradicting the company's assurances that it had restricted access to user data in 2015.
Frank R. Schirripa and Daniel B. Rehns of Hach Rose and Samuel L. Closic of Prickett Jones acted as co-lead counsel for the plaintiffs in the books-and-records litigation.
Facebook was represented by Orin Snyder of Gibson, Dunn & Crutcher's New York office, Kristin A. Linsley and Brian M. Lutz in San Francisco, Paul J. Collins in Palo Alto, California, and Joshua S. Lipshutz in Washington, D.C. David E. Ross and R. Garrett Rice of Ross Aronstam & Moritz in Wilmington acted as local counsel.
The case was captioned In re Facebook Section 220 Litigation.
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