Cases & Deals

Independent director successfully defends shareholder derivative action

Clients Independent director

Jones Day represented an independent director of a public company in a derivative action filed in United States District Court, alleging that defendants engaged in the backdating of stock option grants. The amended complaint alleged violations of sections 14(a) and 10(b) of the Securities Exchange Act, and SEC Rule 10b-5, as well as breach of fiduciary duty, abuse of control, fraud, mismanagement, waste, and unjust enrichment, and sought rescission of the option grants and an accounting. The matter was settled on mutually agreeable terms.