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Gwyn R. Hartman Revocable Living Trust v. S. Mich. Bankcorp, Inc.
Citation:
780 F.3d 724 (2015)Facts
In 2012, one of Southern Michigan Bancorp’s shareholders asked the company to circulate a proposal before the company’s 2013 annual meeting. In its proxy statement discussing the agenda for the meeting, Bancorp neither distributed the proposal nor described it. After proposal was voted down, the shareholder sued Bancorp and the chairman of its board of directors for violating their statutory and common law disclosure obligations. Bancorp’s bylaws do not permit the corporation to claw back fees paid to directors found liable for breaching their fiduciary duties. In 2012, the Gywn R. Hartman Revocable Living Trust, a Bancorp shareholder, asked the board to include the resolution in Bancorp’s proxy statement for the upcoming meeting along with a statement invoking the need for more director accountability. The board refused.
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