Gordon v. Goodyear

2012 WL 2885695 (2012)

Study Aids
Case Briefs Overview
Casebooks
Case Briefs
G
From our private database of 46,300+ case briefs, written and edited by humans—never with AI.

Gordon v. Goodyear

United States District Court for the Northern District of Illinois
2012 WL 2885695 (2012)

SC

Facts

Navigant had a compensation committee charter that established the duties of its executive compensation committee. The charter required the committee to consider several factors when determining compensation for Navigant’s executives. From January 2006 to December 2010, Navigant’s stock price dropped from $21 per share to $9.20 per share. Navigant’s board of directors issued a proxy statement recommending pay increases or bonuses to Navigant’s executive officers for 2010. The proxy statement stated that the compensation vote was not binding on the board. Navigant shareholders voted against approving the recommended compensation. The board nevertheless approved the recommended compensation. William Goodyear (defendant) was on the board of directors, and he was the only member of the board that was also a Navigant executive officer. Natalie Gordon (plaintiff), a Navigant shareholder, filed a shareholder derivative action claiming that Navigant’s executive compensation for 2010 was excessive. Gordon did not make a demand on the board that it reverse its compensation decision prior to filing suit. Gordon claimed that demand was futile. Goodyear filed a motion to dismiss based on the lack of demand.

Rule of Law

Issue

Holding and Reasoning (St. Eve, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 807,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

    Learn about our approachRead more about Quimbee

Here's why 807,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 807,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,300 briefs - keyed to 988 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership

Casebooks

Business Associations

Key Terms