TP Orthodontics, Inc. v. Kesling
Indiana Supreme Court
15 N.E.3d 985 (2014)
- Written by Sean Carroll, JD
Facts
Shareholders (plaintiffs) of TP Orthodontics, Inc. (TPO) (defendant) brought a shareholder derivative suit against TPO. TPO appointed a special litigation committee (SLC) to investigate the claims. The SLC report found that the shareholder litigation was not in TPO’s best interests. Approximately 120 pages of the report out of the 140 total were redacted due to the attorney-client privilege and the work-product doctrine. The SLC’s methodology in its conduct of the investigation was not redacted. The shareholders argued that without access to the full SLC report, they could not evaluate whether the SLC engaged in the required good-faith investigation. The trial court ordered full disclosure of the unredacted SLC report. Based on the report, the trial court granted TPO’s motion to dismiss the shareholder derivative suit.
Rule of Law
Issue
Holding and Reasoning (David, J.)
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