Desimone v. Barrows

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that membership on Audit Committee is an insufficient basis for concluding that Board knowingly failed to act
• holding that, without more, \the fact that [the company] accounted for the backdated options grants incorrectly does nothing to suggest any conscious wrongdoing on the part of the Audit Committee\
• holding that “because [directors] are protected by the exculpation clause, the directors can only be held liable if they act with a state of mind that is disloyal to their obligations to the corporation.”
• finding that plaintiff had standing to challenge allegedly improper stock option grants after be became a stockholder, but not those occurring before he owned stock
• asserting that requiring directors to specify the precise amount and form of their compensation when seeking stockholder ratification “ensure[s] integrity” in the underlying principal-agent relationship between stockholders and directors
• finding that the complaint conceded that “much of [the] backdating operation was carried out by a single executive officer” and “was actively concealed from the board . . . .”

Source: CourtListener parenthetical corpus (CC0).