derivative settlements

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In what appears to be one of the largest derivative lawsuit settlements ever, Alphabet, Google’s parent company, has agreed to provide $500 million over ten years to fund the reconstruction of the company’s global compliance structure. The lawsuit and its settlement follow in the wake of extensive federal and state antitrust enforcement activity against the company. The settlement is subject to court approval. A copy of the plaintiffs’ unopposed May 30, 2025, motion for preliminary approval of the settlement can be found here.Continue Reading Alphabet Settles Antitrust-Related Derivative Suit for $500 Million

In what is as far as I know the largest shareholder derivative lawsuit settlement ever as measured by dollar value, the defendant board members in the Tesla Board compensation derivative suit have agreed to settle the case for a combination of payments and transfers with a total value of $735 million. The agreement settles a Delaware Chancery Court lawsuit that a public pension fund shareholder filed against the board in June 2020 alleging that the since at least 2017 the board had received “unfair and excessive” compensation. The settlement is subject to court approval. A copy of the parties’ stipulation of settlement in the case, filed with the court on July 14, 2023, can be found here.Continue Reading Tesla Board Compensation Derivative Suit Settles for $735 Million

In what is one of the largest shareholder derivative lawsuit settlements ever, the parties to the various FirstEnergy bribery-related derivative lawsuits have reached an agreement to settle the actions for a payment of $180 million and the company’s agreement to adopt a number of corporate governance reforms. The settlement amount is to be funded by D&O insurance. The settlement agreement is subject to court approval. First Energy’s February 10, 2022 announcement of the settlement can be found here. The parties’ February 10, 2022 settlement term sheet can be found here.
Continue Reading FirstEnergy Bribery-Related Derivate Lawsuit Settled for $180 Million

In business meetings during my recent European visit, one topic that came up is the widespread liability risks arising out of the opioid crisis. One particular question I was asked was whether, in addition to everything else, the opioid crisis presented D&O risks. I was quick to refer to the various U.S. securities class action claims that have arisen (about which refer here) and to assure my hosts that there were indeed many other opioid-related D&O claims as well. Among the other opioid-related D&O claims is the shareholder derivative action that was filed against the board of McKesson Corp. As it turns out, the McKesson derivative suit recently settled, for an agreement to pay $175 million. As discussed below, this settlement, which is subject to court approval, and which is one of the largest derivative settlements ever, is to be funded entirely by D&O insurance.
Continue Reading McKesson Opioid-Related Derivative Suit Settles for $175 Million

The liability environment for directors and officers is always in a state of change, but 2019 was a particularly eventful year in the D&O liability arena, with important consequences for the D&O insurance marketplace. The past year’s many developments have significant implications for what may lie ahead in 2020 – and possibly for years to come, as well.  I have set out below the Top Ten D&O Stories of 2019, with a focus on the future implications.
Continue Reading The Top Ten D&O Stories of 2019

In one of the largest shareholder derivative lawsuit settlements ever, the parties to the consolidated Wells Fargo derivative suit arising out of the bank’s phony customer account scandal have agreed to settle the case for a variety of cash and non-cash benefits with a stated value to the company of $320 million, inclusive of a cash payment of $240 million. The $240 million cash portion of the settlement is to be paid by the bank’s D&O insurers, in what is, according to the plaintiffs’ counsel, “the largest insurer-funded cash component of any shareholder derivative settlement in history.” This settlement represents the latest in a series of derivative suit settlements with a significant cash component, a case resolution pattern in high-profile derivative suits that arguably represents the new normal in the world of D&O liability exposures.
Continue Reading Massive Settlement in Wells Fargo Bogus Account Scandal Derivative Suit

freeportThe parties to the Freeport-McMorRan Copper & Gold, Inc. Derivative Litigation have finalized an agreement to settle the consolidated litigation pending in the Delaware Chancery Court in exchange for a payment of $137.5 million and for the company’s agreement to adopt certain corporate governance reforms. The settlement represents the third largest derivative lawsuit settlement ever. …

latestgavelMy post earlier this week about the $275 million Activision Blizzard shareholder derivative lawsuit settlement – and in particular my suggestion that the Activision settlement may be the largest derivative suit settlement ever – provoked an interesting flurry of emails and conversations about the lineup of other large derivative lawsuit settlements. To address the various …

One of the more interesting recent developments in the world of corporate and securities litigation was the $139 million settlement of the News Corp. shareholders derivative suit. Not only is this settlement apparently the largest ever cash settlement of a shareholders derivative suit, but the entire amount of the settlement is to be funded by…

In the wake of Pfizer’s record-setting September 2009 $2.3 billion settlement of charges that it had engaged in off-label marketing of Bextra and other drugs, Pfizer investors filed shareholders derivative lawsuits against the company, as nominal defendant, and 19 of the company’s directors and officer, alleging that the defendants breached their fiduciary duties by failing to…