In re Apple Computer Derivative Litigation
United States District Court for the Northern District of California
2008 WL 4820784 (2008)
- Written by Robert Cane, JD
Facts
Apple Computer, Inc. (Apple) announced that it had discovered that certain Apple executives (defendants) had engaged in illegal stock-option backdating. Sixteen shareholder derivative suits were filed. Apple executives filed two motions to dismiss. While the second motion to dismiss was pending, the parties to the suits reached a settlement agreement. The parties filed a joint motion for approval of the settlement. The proposed settlement provided that the insurance carriers for certain named individual defendants would make a $14 million cash payment to Apple. Of that payment, $8.85 million was to go to attorney’s fees, leaving Apple with $5.15 million, which was about 10 percent of the value ($58 million) of the backdated options given to Apple executives. Notably, in 2006, settlements in shareholder derivative litigation averaged 2.4 percent of estimated damages. The settlement also provided that Apple would institute multiple corporate-governance reforms. The reforms were expected to increase Apple’s value. Only four objections to the settlement were received despite that over 1.4 million notices were mailed to shareholders. The court reviewed the proposed settlement agreement.
Rule of Law
Issue
Holding and Reasoning (Fogel, J.)
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