Jenner & Block

Derivative and Individual

Below are some of the firm's representative engagements in Derivative and Individual matters:

  • Representation of a multi-national consumer product corporation in derivative lawsuit alleging accounting irregularities.  We successfully moved to dismiss the derivative complaint on the grounds that demand was not excused.
  • Representation of the former CFO of a national entertainment company in derivative lawsuit filed in state and federal courts.  The federal complaint was dismissed for failure to make a demand and the state court complaint was settled on favorable terms.
  • Representation of officers and directors of a multi-national technology company in a derivative lawsuit relating to allegations of accounting irregularities and options backdating.  After moving to dismiss on the grounds that the demand was not excused, the case settled on favorable terms prior to a ruling on the motion.
  • Representation of a former CEO of a global investment service and insurance provider in a derivative action suit involving alleged accounting errors, which predated our client; an SEC investigation ensued.  We successfully obtained a favorable settlement.
  • Representation of a major defense contractor and its officers and directors in a derivative suit alleging insider trading and breach of fiduciary duty in connection with purported fraud against the Department of Defense.  We succeeded in having the case dismissed.
  • Representation of a large underwriter in a suit alleging fraud and negligence under federal and state securities laws in connection with an offering of municipal bonds.  After a three-week jury trial, we secured a jury verdict in favor of the defendant.
  • Representation of the current and former director of a large utility in two derivative actions alleging breach of fiduciary duty.  We successfully obtained dismissal of one suit on the grounds that the board, with Jenner & Block as its adviser, had found plaintiffs’ allegations to be without merit.  We successfully obtained dismissal of the other suit because the result in the first action prevented plaintiffs from suing derivatively.
  • Representation of the board of a utility in a “double derivative” suit alleging that the board breached its fiduciary duties by permitting plants to be operated in a manner allegedly in violation of government regulations.  We obtained dismissal of the action for failure to make a proper demand.
  • Representation of a financial services company against Investment Company Act (ICA) claims and derivative claims alleging breach of fiduciary duty and transactions with affiliates.  We obtained dismissal of the derivative claims for failure to show that demand was excused, and obtained dismissal of the ICA claims because they were derivative rather than direct.
  • Representation of a major financial services company in a derivative action alleging excessive advisor fees and misleading proxy solicitations.  We obtained a dismissal, and the Seventh Circuit affirmed on different grounds.  The Supreme Court reversed and remanded, and the Seventh Circuit then affirmed the dismissal on the ground originally asserted by Jenner & Block.