Corporate Governance

“We’ve entered a new era in American history where corporate reforms can be achieved not only through legislation or federal regulation, but through binding legal agreements.”

– Robert A.G. Monks, corporate governance expert

Robbins Geller is at the forefront of securities fraud prevention. The Firm’s prevention efforts focus on creating important changes in corporate governance, either as part of the global settlements of derivative and class cases or through court orders.

Over the years, Robbins Geller has been able to create substantial shareholder guarantees to assist in preventing future securities fraud. Additionally, the Firm works closely with noted corporate governance consultant Robert Monks and his firm, LENS Governance Advisors, to shape corporate governance practices and allow for changes that will benefit investors.

Click the video below to see Robert Monks talk about the importance of corporate governance to investors.

Recent cases in which corporate governance changes were made include:

  • In re UnitedHealth Grp. Inc. PSLRA Litig., No. 06-CV-1691 (D. Minn.).  In the UnitedHealth case, Robbins Geller assisted CalPERS in obtaining extensive corporate governance improvements. These improvements included the election of a shareholder-nominated member to the company’s board of directors, a mandatory holding period for shares acquired by executives via option exercises, and executive compensation reforms which tie pay to performance.
  • Pirelli Armstrong Tire Corp. Retiree Med. Benefits Trust v. Hanover Compressor Co., No. H-02-0410 (S.D. Tex.).  Robbins Geller obtained groundbreaking corporate governance changes including direct shareholder nomination of two directors, mandatory rotation of the outside audit firm, and two-thirds of the board required to be independent. Further changes included that key committees are to be filled only by independent directors, and the creation and appointment of a lead independent director with authority to set up board meetings. To read more about Hanover, click here.
  • Barry v. E*Trade Grp., Inc., No. CIV419804 (Cal. Super. Ct., San Mateo Cnty.).  In connection with settlement of the Robbins Geller derivative suit, noteworthy changes were made including that excessive compensation of the company’s CEO was to be eliminated (reduced salary from $800,000 to zero; bonuses reduced and to be repaid if company restates earnings; reduction of stock option grant; and elimination of future stock option grants). Additionally, important corporate governance enhancements were obtained regarding the appointment of a new unaffiliated outside director as chair of board’s compensation committee.

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