Shareholder Rights / Corporate Governance

Overview

CPM represented shareholders of public and private corporations seeking recourse when the corporations they own are harmed by the action, or inaction, of their fiduciaries. Through these actions, often brought by shareholders derivatively on behalf of the corporation, CPM has successfully recovered millions of dollars for corporation’s benefit and negotiated settlements mandating best practice corporate governance reforms to ensure that similar misconduct does not reoccur in the future.

Noteworthy Cases

Noteworthy Cases

In re PG&E Derivative Litigation (San Bruno Gas Explosion)


San Mateo County Superior Court
CPM was Co-Lead Counsel representing PG&E shareholders following the gas pipeline explosion that devastated an entire neighborhood in San Bruno. The explosion, and resulting fire, killed eight people, injured dozens more and destroyed or damaged several dozen homes. PG&E ultimately was held criminally liable for its conduct, and paid tens of millions of dollars in fines and settlements. Through the derivative action, CPM secured a $90 million settlement from PG&E’s officers and directors, one of the largest monetary settlements in United States history, and extensive reforms to PG&E’s safety and risk management practices overseen by management along with ongoing reports to the Court.

In re Wells Fargo & Company Derivative Litigation (Sales Practices)


San Francisco County Superior Court
CPM was Lead Counsel in shareholder derivative action against Wells Fargo officers and directors who presided over the Bank’s fictitious sales programs defrauding thousands of customers who unwittingly paid fees for accounts they never opened. The program artificially boosted the Bank’s financial condition, while certain management received lucrative bonuses and insider trading profits. As a result of the action, Wells Fargo agreed to reform its sales practices and certain insiders returned millions in equity awards.

In re Wells Fargo & Company Auto Insurance Derivative Litigation (Auto Insurance Practices)


San Francisco County Superior Court
CPM was Co-Lead Counsel in shareholder derivative action alleging that Wells Fargo’s officers and directors breached fiduciary duties of oversight relating to the Bank’s auto and home loan sales practices and overcharging for insurance products. The action resulted in mandated reforms to Bank practices.

In re Alphabet Inc. Shareholder Derivative Litigation (Sexual Harassment Practices)


Santa Clara County Superior Court
CPM is currently counsel in consolidated shareholder derivative action, alleging that Alphabet’s management failed to monitor and prevent sexual harassment of employees by top Google executives and, instead, approved lucrative compensation to Google executives and then allowed them to quietly “resign” after they were credibly accused of sexual harassment and other misconduct. Even after public outrage when the conduct was disclosed and the walkout of nearly 20,000 Google employees, Alphabet failed to seek recourse. The derivative action seeks to reform Alphabet’s governance.

In re Intuitive Litigation Derivative Litigation (DaVinci Surgical Device)


San Mateo County Superior Court
CPM was Co-Lead Counsel in a shareholder derivative action against certain current and former officers and directors of Intuitive, which designed and sold a robotic surgical system. Intuitive’s management allegedly failed to properly report patient injuries and other malfunctions in the system to the public or regulatory bodies, at the same time executives received and then dumped massive amounts of stock. On day before trial, CPM successfully negotiated a settlement including $15 million in cash and options paid back to Intuitive by the individual defendants and requiring the company to implement extensive corporate governance, insider trading, and product safety measures.

Tribble v. Gerrans, et al.

Shareholder derivative action on behalf of biomedical device company Sanovas, Inc., alleging that the former CEO stole company funds and was able to do so because the company lacked meaningful internal controls. After issuing temporary restraining orders against the defendants, the Marin County Superior Court entered a stipulated judgment establishing significant governance reforms, including the addition of independent directors, an audit committee, board observer rights, required board meetings and annual shareholder meetings to elect directors. The former CEO was tried and found guilty on multiple criminal counts in federal court.

In re HP Derivative Litigation (Autonomy Acquisition)


United States District Court, Northern District of California
CPM served as Lead Counsel in a derivative case against the officers and directors of Hewlett-Packard Company relating to HP's failed $11.7 billion acquisition of Autonomy. Just one year after the acquisition, HP announced an $8.8 billion write down and claiming that its management had not been informed of issues with Autonomy’s sales practices. CPM negotiated a settlement reforming HP’s merger and acquisition due diligence and disclosure practices applied to HP deals going forward.

In re JP Morgan Derivative Litigation (RMBS)


United States District Court, Eastern District of California
CPM served as Lead Counsel in derivative litigation against JP Morgan's officers and directors relating to the Company's sales of Residential Mortgage-Backed-Securities ("RMBS") to institutional investors. Plaintiffs alleged that the Company's management permitted the fraudulent sale of securities, exposing the Company to billions in losses.

In re Anti-Poaching Derivative Cases (Google, Intel and Apple)


Santa Clara County Superior Court
CPM represented shareholders in separate derivative cases in Santa Clara County Superior Court, alleging that certain directors and officers of Google, Intel and Apple entered into secret agreements not to recruit each other’s employees.

In re Apple Derivative Litigation (Stock Option Backdating)


United States District Court, Northern District of California
CPM was Lead Counsel representing Apple shareholders after revelation that Apple’s Board had approved the systemic backdating of stock options to senior management. The high-profile case was one of the first stock option backdating cases litigated in the country, and CPM ultimately negotiated a comprehensive settlement including a combination of monetary relief, returned options and extensive corporate governance reforms.

In re Oracle Derivative Litigation (Government Overbilling)


United States District Court, Northern District of California
CPM served as Co-Lead Counsel for investors in a shareholder derivative complaint on behalf of Oracle Corporation against certain members of its Board of Directors and certain senior officers for breach of fiduciary duty and abuse of control relating to the alleged overbilling of the US government for software products. After extensive litigation, CPM negotiated a settlement requiring reforms to Oracle’s practices.

In re Rational Software, Inc. Derivative Litigation


United States District Court, Northern District of California
CPM served as Lead Counsel in derivative action alleging claims of breach of fiduciary duties, unjust enrichment and corporate waste against directors and officers of Rational Software.

In re Sybase Derivative Securities Litigation


Alameda County Superior Court
CPM served as Lead Counsel in derivative action alleging claims of breach of fiduciary duty, abuse of control, and violation of securities laws by Sybase’s management.

In re Informix Derivative Litigation


San Mateo County Superior Court
CPM served as Co-Lead Counsel in derivative action alleging claims of breach of fiduciary duty and securities violations against Informix's management, and professional negligence against the company’s auditors.

In re CBT Group PLC Derivative Litigation


United States District Court, Northern District of California
CPM served as Lead Counsel in derivative action alleging claims of breach of fiduciary duty, abuse of control, and securities violations against CBT’s management.

In re Legato Systems, Inc. Derivative Litigation


United States District Court, Northern District of California
CPM served as Lead Counsel in derivative action alleging claims of breach of fiduciary duty and accounting fraud claims against Legato management.

In re Stockman’s Bank Derivative Litigation


Sacramento County Superior Court
CPM served as Lead Counsel in derivative action alleging claims of breach of fiduciary duty, abuse of control and unjust enrichment against Stockman’s management.


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