Qualcomm Executives Win Appeal Affirming Summary Judgment in Shareholder Suit over Alleged Proxy Misrepresentations
September 10, 2015
On August 28, 2015, the United States Court of Appeals for the Third Circuit affirmed summary judgment in favor of Cravath clients, members of Qualcomm’s board of directors and certain of its executive officers, in a shareholder suit asserting direct and derivative claims over alleged misstatements in the company’s January 20, 2011 Proxy Statement (the “Proxy”).
Plaintiff commenced this action in the United States District Court for the District of Delaware in March 2011, challenging the portion of the Proxy seeking shareholder approval of an amended Long‑Term Incentive Plan (the “Plan”) under Section 14(a) of the Securities Exchange Act of 1934 and Delaware law. The court granted defendants’ motion to dismiss the Section 14(a) claims, but sustained the remainder of the complaint, ruling, among other things, that plaintiff had properly pleaded that presuit demand on the board was futile as to derivative claims.
Plaintiff subsequently filed an amended complaint, reasserting the original claims and adding 10 new claims, some of which were dismissed upon defendants’ motion in July 2013. The rest of the claims were dismissed upon defendants’ motion for summary judgment on March 26, 2014. (Click here for the prior news item about summary judgment.)
The Third Circuit affirmed the summary judgment ruling, holding that demand was not excused with respect to any of plaintiffs’ derivative claims, that the Plan was properly submitted for shareholder approval and that the directors had not breached their fiduciary duties and could not be liable for breach of contract with shareholders.
The Cravath team included partners Evan R. Chesler and Rachel G. Skaistis and associates Leslie W. Regenbaum, Ryan B. Finkel and Adam I. Rich.
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J.D., 1997, Cornell Law Schoolcum laude
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B.A., 1992, Yale College
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J.D., 1975, New York University School of LawOrder of the Coif, John Norton Pomeroy Scholar, cum laude
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M.A., 1973, Hunter Collegesumma cum laude
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A.B., 1970, New York University
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